AMENDED AND RESTATED FINANCING AGREEMENT Dated as of December 18, 2013 by and among LION OIL COMPANY, as the Borrower, AND EACH SUBSIDIARY OF LION OIL COMPANY LISTED AS A GUARANTOR ON THE SIGNATURE PAGES HERETO, as Guarantors, THE LENDERS FROM TIME TO...

EXECUTION COPY

AMENDED AND RESTATED FINANCING AGREEMENT

Dated as of December 18, 2013

by and among

LION OIL COMPANY,
as the Borrower,

AND EACH SUBSIDIARY OF LION OIL COMPANY LISTED AS A GUARANTOR
ON THE SIGNATURE PAGES HERETO,
as Guarantors,

THE LENDERS FROM TIME TO TIME PARTY HERETO,
as Lenders,

and

BANK HAPOALIM B.M.,
as the Collateral Agent,

$90,000,000 TERM LOAN CREDIT FACILITY

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS; CERTAIN TERMS 1


Section 1.01	Definitions 1


Section 1.02	Terms Generally 20


Section 1.03	Accounting and Other Terms 20


Section 1.04	Time References 20

ARTICLE II THE LOANS 21


Section 2.01	Commitments 21


Section 2.02	Making the Loans 21


Section 2.03	Repayment of Loans; Evidence of Debt 22


Section 2.04	Interest 22


Section 2.05	Reduction of Commitment; Prepayment of Loans 23


Section 2.06	Fees 25


Section 2.07	Taxes 25


Section 2.08	Continuation and Conversion of Loans 27


Section 2.09	Funding Losses 27


Section 2.10	Increased Costs and Reduced Return 27


Section 2.11	LIBOR Not Determinable; Impracticability or Illegality. 28

ARTICLE III FEES, PAYMENTS AND OTHER COMPENSATION 29


Section 3.01	Payments; Computations and Statements 29


Section 3.02	Sharing of Payments, Etc 29


Section 3.03	Apportionment of Payments 30

ARTICLE IV CONDITIONS TO LOANS 30


Section 4.01	Conditions Precedent to Effectiveness 30

ARTICLE V REPRESENTATIONS AND WARRANTIES 31


Section 5.01	Representations and Warranties 31

ARTICLE VI COVENANTS OF THE LOAN PARTIES 35


Section 6.01	Affirmative Covenants 35


Section 6.02	Negative Covenants 41

ARTICLE VII EVENTS OF DEFAULT 49


Section 7.01	Events of Default 49

ARTICLE VIII COLLATERAL AGENT 51


Section 8.01	Appointment 51


Section 8.02	Nature of Duties 52


Section 8.03	Rights, Exculpation, Etc 52


Section 8.04	Reliance 53


Section 8.05	Indemnification 53


Section 8.06	Agents Individually 53


Section 8.07	Successor Agent 53


Section 8.08	Collateral Matters 54


Section 8.09	Agency for Perfection 54

ARTICLE IX GUARANTY 55


Section 9.01	Guaranty 55


Section 9.02	Guaranty Absolute 55


Section 9.03	Waiver 56


Section 9.04	Continuing Guaranty; Assignments 56


Section 9.05	Subrogation 56

ARTICLE X MISCELLANEOUS 57


Section 10.01	Notices, Etc 57


Section 10.02	Amendments, Etc 57


Section 10.03	No Waiver; Remedies, Etc 58


Section 10.04	Expenses; Taxes; Attorneys' Fees 58


Section 10.05	Right of Set-off 59


Section 10.06	Severability 59


Section 10.07	Assignments and Participations. 59


Section 10.08	Counterparts 61


Section 10.09	GOVERNING LAW 61


Section 10.10	CONSENT TO JURISDICTION; SERVICE OF PROCESS AND VENUE 61


Section 10.11	WAIVER OF JURY TRIAL, ETC 61


Section 10.12	Consent by the Collateral Agent and Lenders 62


Section 10.13	No Party Deemed Drafter 62


Section 10.14	Reinstatement; Certain Payments 62


Section 10.15	Indemnification 62


Section 10.16	Records 63


Section 10.17	Binding Effect 63


Section 10.18	Interest 63


Section 10.19	Confidentiality 64


Section 10.20	Integration 64


Section 10.21	No Novation 64

SCHEDULE AND EXHIBITS

Schedule 1.01(A) Lenders and Lenders' Commitments

Schedule 1.01(B) MLP Released Assets

Schedule 1.01(C) MLP Existing ROFO Assets

Schedule 1.01(D) MLP Subject Assets

Schedule 1.01(E) MLP Permitted Easements

Schedule 5.01(e) Capitalization; Subsidiaries

Schedule 5.01(f) Litigation; Commercial Tort Claims

Schedule 5.01(o) Real Property

Schedule 5.01(q) Environmental Matters

Schedule 6.02(a) Existing Liens

Schedule 6.02(b) Existing Indebtedness

Schedule 6.02(e) Existing Investments

Exhibit A Form of Notice of Borrowing

Exhibit B Form of LIBOR Notice

Exhibit C Form of Assignment and Acceptance

Exhibit D Form of Term Note

AMENDED AND RESTATED FINANCING AGREEMENT

Amended and Restated Financing Agreement, dated as of December 18, 2013, by and among Lion Oil Company, an Arkansas corporation (the "Borrower"), each subsidiary of the Borrower listed as a "Guarantor" on the signature pages hereto (each a "Guarantor" and collectively, the "Guarantors"), Bank Hapoalim B.M. ("Hapoalim"), Israel Discount Bank of New York ("IDB"; together with Hapoalim and their permitted successors and assigns, each a "Lender" and collectively, the "Lenders"), and Bank Hapoalim B.M., in its capacity as collateral agent for the Lenders (in such capacity, the "Collateral Agent").

RECITALS

Pursuant to the Financing Agreement, dated April 29, 2011 (the "Existing Financing Agreement"), by and among the Borrowers, the Guarantors, the Lenders, Bank Leumi USA ("BLUSA"; together with the Lenders, the "Existing Lenders") and BLUSA, as collateral agent, the Existing Lenders extended credit to the Borrower consisting of a term loan in the original aggregate principal amount of $100,000,000, of which $53,276,330.17 is outstanding as of the date hereof (the "Existing Loan") and owed to the Lenders without set-off, counterclaim, deduction, offset or defense.

The Borrower has requested that (i) BLUSA's portion of the Existing Loan be purchased by the Lenders, (ii) the Lenders make additional loans in an aggregate principal amount of $36,723,669.83, which additional loans will result in the outstanding aggregate principal amount of all loans hereunder to be $90,000,000 on the date hereof (after giving effect to such additional loans and the assignment of BLUSA's portion of the Existing Loan as described in clause (i) above), and (iii) the Lenders and the Collateral Agent make certain additional modifications to the Existing Financing Agreement and certain other Loan Documents. Subject to the terms and conditions set forth herein and the understanding that the Existing Loan is owing to the Lenders without set-off, counterclaim, deduction, offset or defense, the Lenders have agreed to make such additional loans and such other changes.

In consideration of the premises and the covenants and agreements contained herein, the parties hereto agree to amend and restate the Existing Financing Agreement as follows:

ARTICLE I

DEFINITIONS; CERTAIN TERMS

Section 1.01 Definitions. As used in this Agreement, the following terms shall have the respective meanings indicated below, such meanings to be applicable equally to both the singular and plural forms of such terms:

"2014 Turnaround" means the Turnaround with respect to the El Dorado refinery of the Loan Parties planned to occur during the calendar year commencing January 1, 2014 or such earlier date as the Borrower deems necessary or desirable.

"Accounts Receivable" means any accounts arising from the sale of inventory in the ordinary course of business.

"Action" has the meaning specified therefor in Section 10.12.

"additional amount" has the meaning specified therefor in Section 2.07(a).

"Affiliate" means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" of a Person means the power, directly or indirectly, either to (i) vote 10% or more of the Capital Stock having ordinary voting power for the election of directors of such Person or (ii) direct or cause the direction of the management and policies of such Person whether by contract or otherwise. Notwithstanding

anything herein to the contrary, in no event shall the Collateral Agent or any Lender be considered an "Affiliate" of any Loan Party.

"After Acquired Property" has the meaning specified therefor in Section 6.01(l).

"Agreement" means this Amended and Restated Financing Agreement, including all amendments, modifications and supplements and any exhibits or schedules to any of the foregoing, and shall refer to the Agreement as the same may be in effect at the time such reference becomes operative.

"Applicable Margin" means, (a) with respect to Reference Rate Loans, 3.50%, and (b) with respect to LIBOR Rate Loans, 4.50%.

"Applicable Prepayment Premium" means, as of any date of determination, an amount equal to (a) during the period of time from and after the Effective Date up to and including the date that is the first anniversary of the Effective Date, an amount equal to 3% times the principal amount of any prepayment of the Term Loan on such date, (b) during the period of time after the date that is the first anniversary of the Effective Date up to and including the date that is the second anniversary of the Effective Date, an amount equal to 2% times the principal amount of any prepayment of the Term Loan on such date, (c) during the period of time after the date that is the second anniversary of the Effective Date up to and including the date that is the third anniversary of the Effective Date, an amount equal to 1% times the principal amount of any prepayment of the Term Loan on such date, and (d) thereafter, zero.

"Appraisal" means an appraisal of the Specified Fixed Asset Collateral (including the equipment and any Real Property Collateral) performed by a qualified independent appraiser acceptable to the Required Lenders, in form and substance satisfactory to the Required Lenders.

"Appraised Value" means the net orderly liquidation value (net of liquidation expenses) of any equipment (as defined in the Uniform Commercial Code), real property and other fixed assets, in each case constituting Specified Fixed Asset Collateral, such value to be determined based on the most recent Appraisal thereof received by the Lenders.

"AR Guaranty" means the Limited Recourse General Continuing Guaranty dated as of April 29, 2011, by the Borrower in favor of Xxxxx Fargo Capital Finance, LLC, in respect of the obligations of Delek Refining, Ltd.

"Assignment and Acceptance" means an assignment and acceptance entered into by an assigning Lender and an assignee, in accordance with Section 10.07 hereof and substantially in the form of Exhibit C hereto or such other form acceptable to the Required Lenders.

"Authorized Officer" means, with respect to any Person, the chief executive officer, chief financial officer, president, executive vice president, chief accounting officer, treasurer and vice president of finance of such Person.

"Bankruptcy Code" means the United States Bankruptcy Code (11 U.S.C. § 101, et seq.), as amended, and any successor statute.

"BLUSA Assignment Agreements" means (i) the Resignation and Appointment Agreement, dated as of the Effective Date, by and among each of the Existing Lenders, the Loan Parties, BLUSA as the resigning Collateral Agent and Hapoalim as the successor Collateral Agent, pursuant to which BLUSA shall resign as Collateral Agent under the Loan Documents and Hapoalim shall be appointed as successor Collateral Agent under the Loan Documents, (ii) (A) the Assignment and Assumption Agreement, dated as of the Effective Date, by and among BLUSA and IDB and (B) the Assignment and Assumption Agreement, dated as of the Effective Date, by and among BLUSA and Hapoalim, pursuant to which Hapoalim and IDB shall each purchase from BLUSA the portion of the Existing Loan held by BLUSA as of the Effective Date.



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"Board" means the Board of Governors of the Federal Reserve System of the United States.

"Board of Directors" means, (a) with respect to any corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board, (b) with respect to a partnership, the board of directors of the general partner of the partnership, (c) with respect to a limited liability company, the managing member or members or any controlling committee or board of directors of such company or the sole member or the managing member thereof, and (d) with respect to any other Person, the board or committee of such Person serving a similar function.

"Borrower" has the meaning specified therefor in the preamble hereto.

"Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required to close.

"Capital Expenditures" means, with respect to any Person for any period, the sum of (i) the aggregate of all expenditures by such Person and its Subsidiaries during such period that in accordance with GAAP are or should be included in "property, plant and equipment" or in a similar fixed asset account on its balance sheet, whether such expenditures are paid in cash or financed and including all Capitalized Lease Obligations paid or payable during such period, and (ii) to the extent not covered by clause (i) above, the aggregate of all expenditures by such Person and its Subsidiaries during such period to acquire by purchase or otherwise the business or fixed assets of, or the Capital Stock of, any other Person.

"Capital Stock" means (i) with respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents (however designated and whether or not voting) of corporate stock, and (ii) with respect to any Person that is not a corporation, any and all partnership, membership or other equity interests of such Person.

"Capitalized Lease" means, with respect to any Person, any lease of real or personal property by such Person as lessee which is (i) required under GAAP to be capitalized on the balance sheet of such Person or (ii) a transaction of a type commonly known as a "synthetic lease" (i.e. a lease transaction that is treated as an operating lease for accounting purposes but with respect to which payments of rent are intended to be treated as payments of principal and interest on a loan for Federal income tax purposes).

"Capitalized Lease Obligations" means, with respect to any Person, obligations of such Person and its Subsidiaries under Capitalized Leases, and, for purposes hereof, the amount of any such obligation shall be the capitalized amount thereof determined in accordance with GAAP.

"Captive Insurance Subsidiary" means a Subsidiary of the Parent organized in a state of the United States and established for the sole purpose of insuring the businesses or properties owned by the Parent or any of its Subsidiaries and subject to regulation as an insurance company.

"Cash and Cash Equivalents" means all cash and any presently existing or hereafter arising deposit account balances, certificates of deposit or other financial instruments properly classified as cash equivalents under GAAP.

"Casualty Event" means any event that gives rise to the receipt by any Loan Party of any insurance proceeds or condemnation awards in respect of any real property, fixed assets or equipment (including any improvements thereon) or other assets the restoration, repairing, replacement or rebuilding of which would constitute a Capital Expenditure to restore, repair, replace or rebuild such real property, fixed assets or equipment or other assets.

"Change in Law" means the occurrence, after the Original Effective Date, of any of the following: (a) the adoption or taking effect of any Requirement of Law, (b) any change in any Requirement of Law or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the



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making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case, pursuant to Basel III, shall, in each case, be deemed to be a "Change in Law", regardless of the date enacted, adopted or issued.

"Change of Control" means the occurrence of any of the following events: (a) the Parent shall cease to own and control, of record and beneficially, directly, 100% of each class of outstanding Capital Stock of the Borrower free and clear of all Liens (except Liens created by a Loan Document) and (b) the Borrower shall cease to own and control, of record and beneficially, directly, 100% of each class of outstanding Capital Stock of each of its Subsidiaries free and clear of all Liens (except Liens created by a Loan Document).

"Closing Fee" has the meaning specified therefor in Section 2.06(a).

"Collateral" means all of the property and assets and all interests therein and proceeds thereof now owned or hereafter acquired by any Person upon which a Lien is granted or purported to be granted by such Person as security for all or any part of the Obligations.

"Collateral Agent" has the meaning specified therefor in the preamble hereto.

"Commitments" means, with respect to each Lender, such Lender's Term Loan Commitment.

"Contingent Obligation" means, with respect to any Person, any obligation of such Person guaranteeing or intended to guarantee any Indebtedness, leases, dividends or other obligations ("primary obligations") of any other Person (the "primary obligor") in any manner, whether directly or indirectly, including, without limitation, (i) the direct or indirect guaranty, endorsement (other than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the obligation of a primary obligor, (ii) the obligation to make take-or-pay or similar payments, if required, regardless of nonperformance by any other party or parties to an agreement, (iii) any obligation of such Person, whether or not contingent, (A) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (B) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (C) to purchase property, assets, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (D) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof; provided, however, that the term "Contingent Obligation" shall not include any product warranties extended in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation with respect to which such Contingent Obligation is made (or, if less, the maximum amount of such primary obligation for which such Person may be liable pursuant to the terms of the instrument evidencing such Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto (assuming such Person is required to perform thereunder), as determined by such Person in good faith.

"Continuing Directors" means the directors of the Parent on the Effective Date and each other director of the Parent, if, in each case, such other director's nomination for election to the Board of Directors of the Parent is recommended by at least 60% of the then Continuing Directors or such other director receives the vote of the Permitted Investors in his or her election by the shareholders of the Parent.

"Contractual Obligation" means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.



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"Control Agreement" means a control agreement, in form and substance reasonably satisfactory to the Lenders and the Collateral Agent, executed and delivered by the applicable Loan Party, the Collateral Agent, and the securities intermediary with respect to a securities account or a bank with respect to a deposit account.

"Control Investment Affiliate" means as to any Person, any other Person that (a) directly or indirectly, is in control of, is controlled by, or is under common control with, such Person and (b) is organized by such Person primarily for the purpose of making equity or debt investments in one or more companies. For purposes of this definition, "control" of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

"Credit Parties" means the Borrower, the Subsidiary Guarantors and the Parent.

"Current Value" has the meaning specified therefor in Section 6.01(l).

"Default" means an event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default.

"Disposition" means any transaction, or series of related transactions, pursuant to which any Person or any of its Subsidiaries sells, assigns, transfers or otherwise disposes of any property or assets (whether now owned or hereafter acquired) to any other Person, in each case, whether or not the consideration therefor consists of cash, securities or other assets owned by the acquiring Person, excluding any sales of inventory in the ordinary course of business on ordinary business terms and Accounts Receivable arising from such sales of inventory.

"Disqualified Capital Stock" means any Capital Stock that, by its terms (or by the terms of any security or other Capital Stock into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (i) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable (other than solely for Capital Stock that is not otherwise Disqualified Capital Stock), pursuant to a sinking fund obligation or otherwise, (ii) is redeemable at the option of the holder thereof (other than solely for Capital Stock which is not otherwise Disqualified Capital Stocks), in whole or in part, (iii) provides for scheduled payments or dividends in cash, (iv) contains any repurchase obligation that may come into effect prior to payment in full of all Obligations, or (v) is or becomes convertible into or exchangeable for Indebtedness or any other Capital Stocks that would constitute Disqualified Capital Stocks, in each case, prior to the date that is one year after the Final Maturity Date.

"Dividend Prepayment Amount" means, (a) for an MLP Dividend Prepayment Event, 100% of the aggregate amount of all such dividends and distributions that are received or issued to the Borrower (to the extent in excess of $25,000,000 in any Fiscal Year) and (b) for an Excess Dividend Prepayment Event, 50% of the aggregate amount of such Excess Dividends.

"Dividend Prepayment Event" means each of the following: (i) the receipt by the Borrower of dividends or distributions from the MLP as a result of (A) any sale of the assets of the MLP or its subsidiaries or (B) the issuance of additional units by the MLP (other than from the issuance of additional units to the Borrower), and (ii) the payment by the Parent of any Excess Dividends.

"Dividend Prepayment Event Offer" has the meaning set forth in Section 2.05(c)(v).

"Dollar," "Dollars" and the symbol "$" each means lawful money of the United States of America.

"Effective Date" means the date, on or before December [18], 2013, on which all of the conditions precedent set forth in Section 4.01 are satisfied or waived and the initial Loans are made.

"Employee Plan" means an employee benefit plan (other than a Multiemployer Plan) covered by Title IV of ERISA and maintained (or that was maintained at any time during the six (6) calendar years preceding the date of any borrowing hereunder) for employees of any Loan Party or any of its ERISA Affiliates.



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"Environmental Actions" means any written complaint, summons, citation, notice, directive, order, claim, litigation, investigation, judicial or administrative proceeding, judgment, letter or other written communication from any Person or Governmental Authority involving violations of Environmental Laws or Releases of Hazardous Materials (i) from any assets, properties or businesses owned or operated by any Loan Party or any of its Subsidiaries or any of their predecessors in interest; (ii) from adjoining properties or businesses; or (iii) onto any facilities which received Hazardous Materials generated by any Loan Party or any of its Subsidiaries or any of their predecessors in interest.

"Environmental Laws" means the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601, et seq.), the Hazardous Materials Transportation Act (49 U.S.C. § 1801, et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901, et seq.), the Federal Clean Water Act (33 U.S.C. § 1251 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.) and the Occupational Safety and Health Act (29 U.S.C. § 651 et seq.), as such laws may be amended or otherwise modified from time to time, and any other present or future federal, state, local or foreign statute, ordinance, rule, regulation, order, judgment, decree, permit, license or other legally binding determination of any Governmental Authority imposing liability or establishing standards of conduct for protection of the environment or other government restrictions relating to the protection of the environment or the Release, deposit or migration of any Hazardous Materials into the environment, which are applicable to the relevant Loan Party.

"Environmental Liabilities and Costs" means all liabilities (including strict liabilities), monetary obligations, losses, damages, punitive damages, consequential damages, treble damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation, feasibility studies and laboratory fees), fines, penalties, sanctions, and interest incurred as a result of any Environmental Action, or any Remedial Action required to comply with Environmental Laws or required by any Governmental Authority or any third party.

"Environmental Lien" means any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute of similar import, and regulations thereunder, in each case, as in effect from time to time. References to sections of ERISA shall be construed also to refer to any successor sections.

"ERISA Affiliate" means, with respect to any Person, any trade or business (whether or not incorporated) which is a member of a group of which such Person is a member and which would be deemed to be a "controlled group" within the meaning of Sections 414(b), (c), (m) and (o) of the Internal Revenue Code.

"Event of Default" means any of the events set forth in Section 7.01.

"Excess Dividend Prepayment Event" means a Dividend Prepayment Event described in clause (ii) of the definition thereof.

"Excess Dividends" means the aggregate amount of dividends and distributions paid in cash by the Parent in respect of its Capital Stock (including, without limitation, any redemption, purchase, repurchase or retirement of such Capital Stock) in excess of $30,000,000 during any Fiscal Year; provided, that "Excess Dividends" in respect of the Fiscal Year ending December 31, 2013 shall be calculated to exclude up to $9,000,000 in the aggregate of dividends paid by the Parent in December 2013.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Existing Financing Agreement" has the meaning specified therefor in the preamble hereto.

"Existing Lenders" has the meaning specified therefor in the preamble hereto.



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"Federal Funds Rate" means, for any period, a fluctuating interest rate per annum equal to, for each day during such period, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Lenders from three Federal funds brokers of recognized standing selected by them.

"Final Maturity Date" means December [18], 2018, or such earlier date on which any Loan shall become due and payable in accordance with the terms of this Agreement and the other Loan Documents.

"Financial Statements" means (i) the audited consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, 2012, and (ii) the unaudited consolidated interim balance sheet of the Borrower and its Subsidiaries as of September 30, 2013, together with corresponding unaudited consolidated interim statements of operations for the nine-month period ended September 30, 2013 and unaudited interim combined statements of cash flows for the nine-month period ended September 30, 2013.

"Fiscal Year" means, as applicable, the fiscal year of the Borrower and its Subsidiaries ending on December 31 of each year.

"GAAP" means generally accepted accounting principles in effect from time to time in the United States, applied on a consistent basis, provided that for the purpose of any financial covenant herein or in the Parent Guaranty and the definitions used therein, "GAAP" shall mean generally accepted accounting principles in effect on the date hereof and consistent with those used in the preparation of the Financial Statements, provided, further, that if there occurs after the Original Effective Date any change in GAAP that affects in any respect the calculation of any such financial covenant, the Required Lenders and the Borrower shall negotiate in good faith amendments to the provisions of this Agreement that relate to the calculation of such covenant with the intent of having the respective positions of the Lenders and the Borrower after such change in GAAP conform as nearly as possible to their respective positions as of the Original Effective Date and, until any such amendments have been agreed upon, such financial covenants shall be calculated as if no such change in GAAP has occurred. In addition and without limiting the foregoing, it is agreed and understood that if any change in GAAP shall result in the requirement that existing or future obligations under operating leases from time to time entered into by the Borrower or its Subsidiaries (as determined in accordance with GAAP as in effect on the Effective Date) be treated as Indebtedness or Capitalized Leases, such operating leases shall not be treated as Indebtedness or Capitalized Leases hereunder, including, without limitation, for purposes of calculating covenants hereunder and shall be treated as operating leases.

"Governing Documents" means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization, and the operating agreement; (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture agreement, declaration or other applicable agreement or documentation evidencing or otherwise relating to its formation or organization; and (d) with respect to any of the entities described above, any other agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization.

"Governmental Authority" means any nation or government, any Federal, state, city, town, municipality, county, local or other political subdivision thereof or thereto and any department, commission, board, bureau, instrumentality, agency or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

"Growth Capital Expenditures" means, with respect to any Person for any period, the aggregate of all Capital Expenditures by such Person and its Subsidiaries during such period that will increase the Xxxxxx complexity rating of the assets of the Borrower or its Subsidiaries, and shall exclude in any event any maintenance and regulatory Capital Expenditures.



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"Guaranteed Obligations" has the meaning specified therefor in Section 9.01.

"Guarantors" means the Subsidiary Guarantors, the Parent and all other Persons that guarantee, pursuant to Section 6.01(b) or otherwise, all or any part of the Obligations.

"Hazardous Material" means (a) any element, compound or chemical that is defined, listed or otherwise classified as a contaminant, pollutant, toxic pollutant, toxic or hazardous substance, extremely hazardous substance or chemical, hazardous waste, special waste, or solid waste under Environmental Laws, which is present in the environment in such quantity or state that it contravenes any Environmental Law; (b) petroleum and its refined products; (c) polychlorinated biphenyls; (d) any substance exhibiting a hazardous waste characteristic, including, without limitation, corrosivity, ignitability, toxicity or reactivity as well as any radioactive or explosive materials; and (e) any raw materials, building components (including, without limitation, asbestos-containing materials) and manufactured products containing hazardous substances listed or classified as such under Environmental Laws. Hazardous Material does not include CO2 or other greenhouse gases unless regulations are promulgated and implemented by a Governmental Authority and there is no pending litigation or appeal that would affect the enforcement of CO2 or other greenhouse gases as Hazardous Materials.

"Hedging Agreement" means any interest rate, foreign currency, commodity or equity swap, collar, cap, floor or forward rate agreement, or other agreement or arrangement designed to protect against fluctuations in interest rates or currency, commodity or equity values (including, without limitation, any option with respect to any of the foregoing and any combination of the foregoing agreements or arrangements), and any confirmation executed in connection with any such agreement or arrangement.

"Incremental Loan" has the meaning specified therefor in Section 2.12.

"Indebtedness" means, with respect to any Person, without duplication, (i) all indebtedness of such Person for borrowed money; (ii) all obligations of such Person for the deferred purchase price of property or services (other than trade payables or other accounts payable incurred in the ordinary course of such Person's business and not outstanding for more than 120 days after the date such payable was created); (iii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments or upon which interest payments are customarily made; (iv) all reimbursement, payment or other obligations and liabilities of such Person created or arising under any conditional sales or other title retention agreement with respect to property used and/or acquired by such Person, even though the rights and remedies of the lessor, seller and/or lender thereunder may be limited to repossession or sale of such property; (v) all Capitalized Lease Obligations of such Person; (vi) all obligations and liabilities, contingent or otherwise, of such Person, in respect of letters of credit, acceptances and similar facilities; (vii) all obligations and liabilities, calculated on a basis satisfactory to the Required Lenders and in accordance with accepted practice, of such Person under Hedging Agreements; (viii) all monetary obligations under any receivables factoring, receivable sales or similar transactions and all monetary obligations under any synthetic lease, tax ownership/operating lease, off-balance sheet financing or similar financing; (ix) all Contingent Obligations; and (x) all obligations referred to in clauses (i) through (ix) of this definition of another Person secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) a Lien upon property owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness. The Indebtedness of any Person shall include the Indebtedness of any partnership of or joint venture in which such Person is a general partner or a joint venturer.

"Indemnified Matters" has the meaning specified therefor in Section 10.15.

"Indemnitees" has the meaning specified therefor in Section 10.15.

"Insolvency Proceeding" means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or under any other bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, or extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief.



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"Interest Payment Date" means, (a) as to any Reference Rate Loan, the last day of each March, June, September and December to occur while such Loan is outstanding and the final maturity date of such Loan, (b) as to any LIBOR Rate Loan, the last day of such Interest Period and (c) as to any Loan, the date of any repayment or prepayment made in respect thereof.

"Interest Period" means, with respect to each LIBOR Rate Loan, a period commencing on the date of the making of such LIBOR Rate Loan (or the continuation of a LIBOR Rate Loan or the conversion of a Reference Rate Loan to a LIBOR Rate Loan) and ending 1, 2, or 3 months thereafter; provided, however, that (a) if any Interest Period would end on a day that is not a Business Day, such Interest Period shall be extended (subject to clauses (c)-(e) below) to the next succeeding Business Day, (b) interest shall accrue at the applicable rate based upon the LIBOR Rate from and including the first day of each Interest Period to, but excluding, the day on which any Interest Period expires, (c) any Interest Period that would end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day, (d) with respect to an Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period), the Interest Period shall end on the last Business Day of the calendar month that is 1, 2 or 3 months after the date on which the Interest Period began, as applicable, and (e) the Borrower may not elect an Interest Period that will end after the Final Maturity Date.

"Internal Revenue Code" means the Internal Revenue Code of 1986, as amended (or any successor statute thereto) and the regulations thereunder.

"X. Xxxx Supply and Offtake Agreement" means the Master Supply and Offtake Agreement, dated as of April 29, 2011, among X. Xxxx & Company, a general partnership organized under the laws of New York, the Borrower and Lion Oil Trading & Transportation, Inc., a Guarantor hereunder, as in effect on the Original Effective Date or as amended or renewed on market terms from time to time.

"Lease" means any lease of real property to which any Loan Party or any of its Subsidiaries is a party as lessor or lessee.

"Lender" has the meaning specified therefor in the preamble hereto.

"Lender's Account" means an account at a bank designated by each Lender from time to time as the account into which the Loan Parties shall make all payments to such Lender under this Agreement and the other Loan Documents.

"LIBOR" means, with respect to each day during each Interest Period pertaining to a LIBOR Rate Loan, the rate per annum determined on the basis of the rate for deposits in Dollars for a period equal to such Interest Period commencing on the first day of such Interest Period appearing on Reuters Screen LIBOR01 Page as of 11:00 A.M. (London, England time), two Business Days prior to the beginning of such Interest Period. In the event that such rate does not appear on Reuters Screen LIBOR01 Page screen (or otherwise on such screen), "LIBOR" for purposes of this definition shall be the rate of interest determined by the Required Lenders to be the rate at which deposits in Dollars are offered to major banks in the London interbank market, two Business Days prior to the beginning of such Interest Period, in an amount approximately equal to the principal amount of the LIBOR Rate Loan to which such Interest Period is to apply and for a period of time comparable to such Interest Period, which determination shall be conclusive absent manifest error.

"LIBOR Notice" means a written notice substantially in the form of Exhibit B.

"LIBOR Rate" means, for each Interest Period for each LIBOR Rate Loan, the rate per annum determined by the Required Lenders (rounded upwards if necessary, to the next 1/100%) by dividing (a) LIBOR for such Interest Period by (b) 100% minus the Reserve Percentage. The LIBOR Rate shall be adjusted on and as of the effective day of any change in the Reserve Percentage.



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"LIBOR Rate Loan" means each portion of a Loan that bears interest at a rate determined by reference to the LIBOR Rate.

"Lien" means any mortgage, deed of trust, pledge, lien (statutory or otherwise), security interest, charge or other encumbrance or security or preferential arrangement of any nature, including, without limitation, any conditional sale or title retention arrangement, any Capitalized Lease and any assignment, deposit arrangement or financing lease intended as, or having the effect of, security.

"Loan" means the portion of the Term Loan made by a Lender to the Borrower pursuant to ARTICLE II hereof.

"Loan Document" means this Agreement, any Guaranty, any Security Agreement, any Pledge Agreement, any Mortgage, any UCC Filing Authorization Letter, the Subordination Agreement and any other agreement, instrument, and other document executed and delivered pursuant hereto or thereto or otherwise evidencing or securing any Loan or any other Obligation.

"Loan Party" means the Borrower and any Subsidiary Guarantor.

"Material Adverse Effect" means a material adverse effect on any of (i) the operations, business, assets, properties or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole or of the Parent, (ii) the ability of any Credit Party to perform any of its obligations under any Loan Document to which it is a party, (iii) the legality, validity or enforceability of this Agreement or any other Loan Document, (iv) the rights and remedies of the Collateral Agent or any Lender under any Loan Document, or (v) the validity, perfection or priority of a Lien in favor of the Collateral Agent and for the benefit of the Lenders on any of the Collateral.

"MLP" means Delek Logistics Partners, LP, a Delaware limited partnership.

"MLP Dividend Prepayment Event" means a Dividend Prepayment Event described in clause (i) of the definition thereof.

"MLP Documents" means the MLP Primary Commercial Agreements and any other agreements, instruments and other documents delivered or entered into in connection therewith, as the same may be amended in accordance with Section 6.02(l)(vii).

"MLP Equity Interests" means the Capital Stock of the MLP from time to time owned by the Borrower or any of its Subsidiaries."

"MLP Existing ROFO Assets" means ROFO Assets (as defined in the MLP Omnibus Agreement as in effect on November 7, 2012) of the Borrower and its Subsidiaries as of November 7, 2012, which are described on Schedule 1.01(C) hereto.

"MLP New ROFO Assets" means "ROFO Assets" as set forth in Schedule V of the MLP Omnibus Agreement as such Schedule V shall automatically be amended from time to time to include MLP Subject Assets pursuant to and in accordance with the provisions of Section 2.3(a) of the MLP Omnibus Agreement as in effect on November 7, 2012. In no event shall the MLP Existing ROFO Assets constitute MLP New ROFO Assets.

"MLP Omnibus Agreement" means the Omnibus Agreement dated as of November 7, 2012, by and among the Parent, certain Subsidiaries of the Parent (including the Loan Parties) and the MLP, as the same may be amended in accordance with Section 6.02(l)(vii).

"MLP Partnership Agreement" means the First Amended and Restated Agreement of Limited Partnership of Delek Logistics Partners, LP, dated as of November 7, 2012, by and between Delek Logistics GP, LLC, a Delaware limited liability company, as the general partner, and the Guarantor, together with any other Persons who become partners or parties thereto, as the same may be amended in accordance with Section 6.02(l)(vii).



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"MLP Primary Commercial Agreements" means (a) the MLP Omnibus Agreement, (b) the Pipelines and Storage Facilities Agreement dated as of November 7, 2012, by and among the Borrower, Delek Logistics Partners, LP, XXXX Gathering Systems LLC, El Dorado Pipeline Company, LLC, Magnolia Pipeline Company LLC and X. Xxxx & Company, (c) the Terminalling Services Agreement (Memphis Terminal), dated as of November 7, 2012, by and between the Borrower and Delek Logistics Operating, LLC, and (d) pursuant to the terms of such MLP Primary Commercial Agreements, any other agreements, instruments and other documents delivered or entered into in connection with the MLP New ROFO Assets and MLP Subject Assets, as the same may be amended in accordance with Section 6.02(l)(vii).

"MLP Released Assets" means the local gathering system, pipelines, terminals and other related assets and equity interests owned by the Borrower and its Subsidiaries that, in each case, are described in Schedule 1.01(B) hereto, which the Borrower and its Subsidiaries transferred to the MLP on November 7, 2012 Any references to "MLP Released Assets" in this Agreement shall not include any assets (including, without limitation, MLP Subject Assets, MLP New ROFO Assets or other ROFO Assets referred to in the MLP Omnibus Agreement) sold or transferred by the Borrower or any of its Subsidiaries to the MLP and its subsidiaries after November 7, 2012.

"MLP Specified Sale Equity Interests" means 612,207 of common limited partner interests constituting a portion of the MLP Equity Interests held by the Borrower on the Effective Date.

"MLP Subject Assets" means "Subject Assets" as such term is defined in the MLP Omnibus Agreement as in effect on November 7, 2012, including, without limitation, the assets described on Schedule 1.01(D) hereto.

"Moody's" means Xxxxx'x Investors Service, Inc. and any successor thereto.

"Mortgage" means a mortgage (including, without limitation, a leasehold mortgage), deed of trust or deed to secure debt, in form and substance reasonably satisfactory to the Required Lenders, made by a Loan Party in favor of the Collateral Agent for the benefit of the Lenders, securing the Obligations and delivered to the Collateral Agent pursuant to Section 4.01(c), Section 6.01(b), Section 6.01(l) or otherwise.

"Multiemployer Plan" means a "multiemployer plan" as defined in Section 4001(a)(3) of ERISA to which any Loan Party or any of its ERISA Affiliates has contributed to, or has been obligated to contribute, at any time during the preceding six (6) years.

"Net Cash Proceeds" means, (i) with respect to any Disposition by any Person or any of its Subsidiaries or any Casualty Event with respect to any property of any Person, the amount of cash received (directly or indirectly) from time to time (whether as initial consideration or through the payment or disposition of deferred consideration) by or on behalf of such Person or such Subsidiary, in connection therewith after deducting therefrom only (A) the amount of any Indebtedness secured by any Lien permitted by Section 6.02(a) on any asset (other than Indebtedness assumed by the purchaser of such asset) which is required to be, and is, repaid in connection with such Disposition or Casualty Event (other than Indebtedness under this Agreement), (B) reasonable expenses related thereto incurred by such Person or such Subsidiary in connection therewith, (C) transfer taxes paid to any taxing authorities by such Person or such Subsidiary in connection therewith, (D) net income taxes to be paid in connection with such Disposition (after taking into account any tax credits or deductions and any tax sharing arrangements), and (E) the deduction of reasonable and appropriate amounts provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated with the property disposed in the Disposition and retained by the Borrower or any Subsidiary after the Disposition, until any such reserves are released (and upon such release such proceeds shall be considered Net Cash Proceeds and shall be applied in accordance with Section 2.05(c)), and (ii) with respect to the issuance or incurrence of any Indebtedness by any Person or any of its Subsidiaries, or the sale or issuance by any Person or any of its Subsidiaries of any shares of its Capital Stock, the aggregate amount of cash received (directly or indirectly) from time to time (whether as initial consideration or through the payment or disposition of deferred consideration) by or on behalf of such Person or such Subsidiary in connection therewith, after deducting therefrom only (A) reasonable expenses related thereto incurred by such Person or such Subsidiary in connection therewith, (B) transfer taxes paid by such Person or such Subsidiary in connection therewith and (C) net income taxes



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to be paid in connection therewith (after taking into account any tax credits or deductions and any tax sharing arrangements); in each case of clause (i) and (ii) to the extent, but only to the extent, that the amounts so deducted are (x) actually paid to a Person that, except in the case of reasonable out-of-pocket expenses, is not an Affiliate of such Person or any of its Subsidiaries and (y) properly attributable to such transaction or to the asset that is the subject thereof.

"New Lending Office" has the meaning specified therefor in Section 2.07(d).

"Non-U.S. Lender" has the meaning specified therefor in Section 2.07(d)

"Notice of Borrowing" has the meaning specified therefor in Section 2.02(a).

"Obligations" means all present and future indebtedness, obligations, and liabilities of each Credit Party to the Collateral Agent and the Lenders, whether or not the right of payment in respect of such claim is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, disputed, undisputed, legal, equitable, secured, unsecured, and whether or not such claim is discharged, stayed or otherwise affected by any proceeding referred to in Section 7.01. Without limiting the generality of the foregoing, the Obligations of each Credit Party under the Loan Documents include (a) the obligation to pay principal, interest, charges, expenses, fees, attorneys' fees and disbursements, indemnities and other amounts payable by such Person under the Loan Documents, and (b) the obligation of such Person to reimburse any amount in respect of any of the foregoing that the Collateral Agent or any Lender (in its sole discretion) may elect to pay or advance on behalf of such Person.

"Operating Lease Obligations" means all obligations for the payment of rent for any real or personal property under leases or agreements to lease, other than Capitalized Lease Obligations.

"Original Effective Date" means April 29, 2011.

"Other Taxes" has the meaning specified therefor in Section 2.07(b).

"Parent" means Delek US Holdings, Inc., a Delaware corporation.

"Parent Consolidated Tax Return" means any income or franchise tax return that includes the Parent and its Subsidiaries that is filed on a consolidated, combined or unified basis.

"Parent Guaranty" means the Amended and Restated Guaranty dated as of the Effective Date, made by the Parent in favor of the Collateral Agent and the Lenders.

"Payment Office" means each Lender's office as may be designated in writing from time to time by such Lender to the Borrower.

"PBGC" means the Pension Benefit Guaranty Corporation or any successor thereto.

"Permitted Borrower Cure Security" means (i) common equity securities of the Borrower, to the extent pledged to the Collateral Agent pursuant to a Pledge Agreement, (ii) other equity securities of the Borrower not constituting Disqualified Capital Stock, to the extent pledged to the Collateral Agent pursuant to a Pledge Agreement, and (iii) Subordinated Indebtedness of the Borrower to the extent such subordinated Indebtedness is expressly subordinated in right of payment to the prior payment in full of the Term Loans and related obligations on terms reasonably acceptable to the Required Lenders.

"Permitted Indebtedness" means:

(a) any Indebtedness owing to the Collateral Agent and any Lender under this Agreement and the other Loan Documents;



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(b) any other Indebtedness listed on Schedule 6.02(b), and the extension of maturity, refinancing or modification of the terms thereof; provided, however, that (i) such extension, refinancing or modification is pursuant to terms that are not less favorable to the Loan Parties and the Lenders than the terms of the Indebtedness being extended, refinanced or modified and (ii) after giving effect to such extension, refinancing or modification, the amount of such Indebtedness is not greater than the amount of Indebtedness outstanding immediately prior to such extension, refinancing or modification, plus an amount necessary to pay fees and expenses, including premiums and defeasance costs related to the extension, refinancing or modification;

(c) Indebtedness in respect of reimbursement obligations in connection with bonds or other obligations permitted under clause (i) of the definition of "Permitted Liens";

(d) Indebtedness permitted under clauses (e) and (m) of the definition of "Permitted Lien";

(e) Indebtedness permitted under Section 6.02(e);

(f) the Subordinated Borrower Indebtedness;

(g) Subordinated Indebtedness to the extent a Permitted Investor is the lender thereof;

(h) Indebtedness evidenced by the Seller Note;

(i) Indebtedness secured by the inventory, Accounts Receivable and the proceeds thereof of the Borrower and its Subsidiaries (including, without limitation, the AR Guaranty and letters of credit issued for the account of a Loan Party in the ordinary course of business);

(j) Indebtedness of the Borrower to Parent;

(k) Indebtedness under Hedging Agreements entered into by the Loan Parties for the purpose of limiting interest rate risk in the ordinary course of the financial management of the Loan Parties and not for speculative purposes, provided that the obligations under such Hedging Agreements are related to payment obligations on Indebtedness otherwise permitted hereunder;

(l) Indebtedness under Hedging Agreements entered into by the Loan Parties for the purpose of limiting currency exchange rate risks directly related to transactions entered into by the Loan Parties in the ordinary course of business and not for speculative purposes;

(m) Indebtedness under Hedging Agreements entered into by the Loan Parties for the purpose of limiting commodity price risk in the ordinary course of the financial management of the Loan Parties and not for speculative purposes;

(n) Indebtedness of the Borrower owing to and held by any Subsidiary Guarantor and Indebtedness of a Subsidiary Guarantor owing to and held by the Borrower or any Subsidiary Guarantor;

(o) Indebtedness arising from agreements of the Loan Parties providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred in connection with the disposition of any business, assets or Capital Stock of a Subsidiary Guarantor; provided that the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by the Loan Parties in connection with such disposition;

(p) Indebtedness of the Borrower under the Optional Advance Note (as such term is defined in the Receivables Purchase Agreement, dated as of April 29, 2011, by and between Delek Refining, Ltd. and the Borrower);



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(q) Indebtedness arising under the Platinum Consignment Agreement in an amount not exceeding $17,500,000 at any time outstanding;

(r) Indebtedness owed to insurance companies (or, for the period from the Effective Date through the first renewal of the Loan Parties' insurance after the Effective Date, to a third party) in the ordinary course of business and under customary terms in connection with the financing of insurance premiums payable on insurance policies maintained by the Borrower and its Subsidiaries; provided that the total aggregate amount of such Indebtedness shall not exceed the aggregate amount of insurance premiums so financed; and

(s) Other unsecured Indebtedness of the Borrower or any of its Subsidiaries, provided, that the aggregate principal amount of all such Indebtedness shall not exceed $5,000,000 at any time outstanding.

"Permitted Investments" means (i) marketable direct obligations issued or unconditionally guaranteed by the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case, maturing within six months from the date of acquisition thereof; (ii) commercial paper, maturing not more than 270 days after the date of issue rated P‑1 by Moody's or A‑1 by Standard & Poor's; (iii) certificates of deposit maturing not more than 270 days after the date of issue, issued by commercial banking institutions and money market or demand deposit accounts maintained at commercial banking institutions, each of which is a member of the Federal Reserve System and has a combined capital and surplus and undivided profits of not less than $500,000,000; (iv) repurchase agreements having maturities of not more than 90 days from the date of acquisition which are entered into with major money center banks included in the commercial banking institutions described in clause (iii) above and which are secured by readily marketable direct obligations of the United States Government or any agency thereof, (v) money market accounts maintained with mutual funds having assets in excess of $2,500,000,000; and (vi) tax exempt securities rated A or higher by Moody's or A+ or higher by Standard & Poor's.

"Permitted Investors" means the collective reference to Delek Group Ltd. and its Control Investment Affiliates.

"Permitted Liens" means:

(a) Liens securing the Obligations;

(b) Liens for taxes, assessments and governmental charges the payment of which is not required under Section 6.01(c);

(c) Liens imposed by law, such as carriers', warehousemen's, mechanics', materialmen's, suppliers' and other similar Liens arising in the ordinary course of business and securing obligations (other than Indebtedness for borrowed money) that are not overdue by more than 45 days or are being contested in good faith and by appropriate proceedings promptly initiated and diligently conducted, and a reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made therefore, provided that (i) in each case, no foreclosure, sale or similar proceeding shall have been commenced with respect to any portion of the Collateral on account thereof and (ii) the aggregate amount of obligations or other liabilities secured by a Lien on assets constituting Collateral that is not subordinate to the Collateral Agent's Lien on such Collateral does not exceed $15,000,000 at any time; provided that any such Liens incurred solely in connection with the 2014 Turnaround shall not count toward the foregoing $15,000,000 limitation at any time prior to May 1, 2014 and to the extent such Liens terminate by such date;

(d) Liens described on Schedule 6.02(a), but not the extension of coverage thereof to other property or the increase of the Indebtedness secured thereby;

(e) (i) Liens on fixed assets in respect of Capitalized Lease Obligations entered into to finance Capital Expenditures in accordance with Section 6.02(f), (ii) purchase money Liens on fixed assets acquired or held by any Loan Party or any of its Subsidiaries in the ordinary course of its business to secure the purchase price of such fixed assets or Indebtedness incurred solely for the purpose of financing the acquisition of such fixed assets or



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(iii) Liens existing on such fixed assets at the time of its acquisition; provided, however, that (A) no such Lien shall extend to or cover any other property of any Loan Party or any of its Subsidiaries, (B) the principal amount of the Indebtedness secured by any such Lien shall not exceed the lesser of 80% (or, in the case of railcar purchases, 100%) of the fair market value or the cost of the property so held or acquired and (C) the aggregate principal amount of Indebtedness secured by any or all such Liens shall not exceed at any one time outstanding $35,000,000;

(f) deposits and pledges of cash securing obligations on surety or appeal bonds, but only to the extent such deposits or pledges are made or otherwise arise in the ordinary course of business and secure obligations not past due;

(g) (i) easements, rights-of-way, utility easements, building restrictions, zoning restrictions and similar encumbrances on real property and minor irregularities in the title thereto that do not (x) secure obligations for the payment of money or (y) materially impair the value of such property or its use by any Loan Party or any of its Subsidiaries in the normal conduct of such Person's business, and (ii) easements and rights-of-way described on Schedule 1.01(E);

(h) Liens securing Indebtedness permitted by subsection (c) and (to the extent limited to Accounts Receivable, inventory and proceeds thereof) subsection (i) of the definition of "Permitted Indebtedness", including Liens on inventory and the proceeds thereof securing obligations arising under the X. Xxxx Supply and Offtake Agreement;

(i) Liens on the property of the Borrower or any Subsidiary incurred in the ordinary course of business to secure performance of obligations with respect to statutory or regulatory requirements, performance or return-of-money bonds, surety bonds or other obligations of a like nature and incurred in a manner consistent with industry practice, including banker’s liens and rights of set-off, in each case which are not incurred in connection with the borrowing of money, the obtaining of advances or credit, the payment of the deferred purchase price of property or incurrence of other Indebtedness and which do not in the aggregate impair in any respect the use of property in the operation of the business of the Borrower and its Subsidiaries taken as a whole, provided that the aggregate amount of performance or return-of-money bonds, surety bonds or other obligations of a like nature shall not exceed $20,000,000 at any time outstanding and such bonds or other obligations shall (if required) be secured by cash or cash equivalents;

(j) Liens arising out of judgments or awards against the Borrower or its Subsidiaries that do not constitute an Event of Default under Section 7.01(k) of this Agreement;

(k) leases or subleases of real property granted by the Borrower or its Subsidiaries to any other Person in the ordinary course of business, to the extent not otherwise expressly prohibited by this Agreement or the other Loan Documents and not materially interfering with or impairing the use of the real property in the operation of the business of the Borrower or its Subsidiaries;

(l) Liens securing Indebtedness with respect to the Platinum Consignment Agreement, to the extent such Indebtedness is permitted under clause (q) of the definition of "Permitted Indebtedness";

(m) Environmental Liens that do not (i) have a Material Adverse Effect, or (ii) otherwise materially impair the operation of the business for which Borrower has posted or caused to be posted bonds or other financial assurances that the Collateral Agent and the Lenders within their sole discretion determine to be sufficient to satisfy the obligations or liability evidenced by such Environmental Liens; and

(n) cash or Cash Equivalents maintained in hedge margin accounts in an aggregate amount not to exceed $15,000,000 at any one time outstanding securing Indebtedness permitted by subsections (k), (l) and (m) of the definition of "Permitted Indebtedness".

"Permitted Securitization Transaction" means any transaction or series of transactions otherwise permitted pursuant to Section 6.02(c) and designated in writing by the Borrower to the Lenders to be a "Permitted



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Securitization Transaction" that is entered into by the Borrower or any Subsidiary pursuant to which the Borrower or any Subsidiary, as applicable, may sell, convey or otherwise transfer to a Special Purpose Subsidiary any inventory or Accounts Receivable (whether now existing or arising in the future) of the Borrower or such Subsidiary and any proceeds thereof, including all collateral securing such Accounts Receivable, all contracts and all guarantees or other obligations in respect of such Accounts Receivable, and proceeds of such Accounts Receivable and other assets that are customarily transferred, or in respect of which security interests are customarily granted, in connection with asset securitization transactions involving Accounts Receivable.

"Person" means an individual, corporation, limited liability company, partnership, association, joint-stock company, trust, unincorporated organization, joint venture or other enterprise or entity or Governmental Authority.

"Pipeline Property" means real property owned or leased solely for the purpose of operating or maintaining a pipeline through such real property; provided that such real property does not include any storage terminal, processing equipment or other personal property components of any related gathering system.

"Plan" means any Employee Plan or Multiemployer Plan.

"Platinum Consignment Agreement" means an agreement pursuant to which a bank or other financial institution shall consign platinum to the Borrower, together with any related agreements (including, without limitation, any intercreditor agreements), in each case in form and substance satisfactory to the Collateral Agent and the Required Lenders.

"Pledge Agreement" means a Pledge and Security Agreement made by the Parent in favor of the Collateral Agent for the benefit of the Lenders, securing the Obligations.

"Post-Default Rate" means a rate of interest per annum equal to the rate of interest otherwise in effect from time to time pursuant to the terms of this Agreement plus 5.00%, or, if a rate of interest is not otherwise in effect, interest at the highest rate specified herein for any Loan then outstanding prior to an Event of Default plus 5.00%.

"Pro Rata Share" means, with respect to a Lender's obligation to make the Term Loan and receive payments of interest, fees, and principal with respect thereto, the percentage obtained by dividing (i) such Lender's portion of the Term Loan, by (ii) the aggregate unpaid principal amount of the Term Loan.

"Real Property" means any estates or interests in real property now owned or hereafter acquired by Borrower or its Subsidiaries and the improvements thereto.

"Real Property Collateral" means any Real Property owned by the Borrower or its Subsidiaries and in which the Collateral Agent has a perfected, first priority mortgage lien (subject to Permitted Liens having priority as a matter of applicable law).

"Reference Rate" means the rate of interest published from time to time in the "Money Rates" section of the Wall Street Journal as the U.S. Prime Rate for such day (or, if such source is not available, such alternate source as determined by the Lenders). Each change in the Reference Rate shall be effective from and including the date such change is published or publicly announced as being effective.

"Reference Rate Loan" means each portion of a Loan that bears interest at a rate determined by reference to the Reference Rate.

"Regulation T", "Regulation U" and "Regulation X" mean, respectively, Regulations T, U and X of the Board or any successor, as the same may be amended or supplemented from time to time.

"Reinvestment Requirement" has the meaning specified therefor in Section 6.02(g)(B).



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"Related Fund" means, with respect to any Person, an Affiliate of such Person, or a fund or account managed by such Person or an Affiliate of such Person.

"Related Party Assignment" has the meaning specified therefor in Section 10.07(b).

"Release" means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, seeping, migrating, dumping or disposing of any Hazardous Material (including the abandonment or discarding of barrels, containers and other closed receptacles containing any Hazardous Material) into the indoor or outdoor environment, including, without limitation, the movement of Hazardous Materials through or in the ambient air, soil, surface or ground water, or property.

"Remedial Action" means all actions taken to (i) clean up, remove, remediate, contain, treat, monitor, assess, evaluate or in any other way address Hazardous Materials in the indoor or outdoor environment; (ii) prevent or minimize a Release or threatened Release of Hazardous Materials so they do not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment; (iii) perform pre-remedial studies and investigations and post-remedial operation and maintenance activities; or (iv) perform any other actions authorized by 42 U.S.C. § 9601.

"Reportable Event" means an event described in Section 4043 of ERISA (other than an event not subject to the provision for 30-day notice to the PBGC under the regulations promulgated under such Section).

"Required Lenders" means Lenders whose Pro Rata Shares of the Term Loan aggregate at least 75%.

"Requirements of Law" means, with respect to any Person, collectively, the common law and all federal, state, provincial, local, foreign, multinational or international laws, statutes, codes, treaties, standards, rules and regulations, guidelines, ordinances, orders, judgments, writs, injunctions, decrees (including administrative or judicial precedents or authorities) and the interpretation or administration thereof by, and other determinations, directives, requirements or requests of, any Governmental Authority, in each case that are applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

"SEC" means the Securities and Exchange Commission or any other similar or successor agency of the Federal government administering the Securities Act.

"Securities Act" means the Securities Act of 1933, as amended, or any similar Federal statute, and the rules and regulations of the SEC thereunder, all as the same shall be in effect from time to time.

"Security Agreement" means the Security Agreement, dated as of April 29, 2011, made by the Loan Parties in favor of the Collateral Agent for the benefit of the Lenders, securing the Obligations.

"Seller" means Ergon, Inc., a Mississippi corporation.

"Seller Note" means the Promissory Note dated the Original Effective Date, made by the Borrower to the order of the Seller and in the original principal amount of $50,000,000. As of the Effective Date, the outstanding principal amount of the Seller Note is $40,000,000.

"Solvent" means, with respect to any Person on a particular date, that on such date (i) the fair value of the property of such Person is not less than the total amount of the liabilities of such Person, (ii) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its existing debts as they become absolute and matured, (iii) such Person is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business, (iv) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person's ability to pay as such debts and liabilities mature, and (v) such Person is not engaged



	17

in business or a transaction, and is not about to engage in business or a transaction, for which such Person's property would constitute unreasonably small capital.

"Special Purpose Subsidiary" means any special purpose entity that (a) is a domestic subsidiary of the Borrower and (b) has no operations and whose primary assets (other than cash and cash equivalents) are Accounts Receivable or inventory that has been sold or otherwise transferred by a Loan Party.

"Specified Fixed Asset Collateral" means, as of any date of determination, (a) any real property, equipment and other fixed assets then owned by a Loan Party, including, without limitation, the Real Property Collateral, to the extent such real property, equipment or other fixed assets are not the subject of a Lien (other than (i) Permitted Liens that do not secure Indebtedness and (ii) Permitted Liens incurred pursuant to clause (m) of the definition of "Permitted Liens") in favor of a Person other than the Collateral Agent, and (b) the aggregate value of the units of the MLP owned by the Borrower, based on the lowest publicly quoted share price at the opening of business on such date of determination, discounted by 30%.

"Standard & Poor's" means Standard & Poor's Ratings Services, a division of The McGraw‑Hill Companies, Inc. and any successor thereto.

"Subordinated Borrower Indebtedness" means the Indebtedness evidenced by the Subordinated Borrower Note.

"Subordinated Borrower Note" means the promissory note dated as of the Original Effective Date, made by the Borrower in favor of the Parent and in the original principal amount of $45,000,000. As of the Effective Date, the outstanding principal amount of the Subordinated Borrower Note is $45,000,000.

"Subordinated Indebtedness" means (a) the Subordinated Borrower Indebtedness and (b) other Indebtedness of any Credit Party the terms of which are reasonably satisfactory to the Required Lenders and which has been expressly subordinated in right of payment to all Indebtedness of such Loan Party under the Loan Documents (i) by the execution and delivery of a subordination agreement, in form and substance reasonably satisfactory to the Required Lenders, or (ii) otherwise on terms and conditions (including, without limitation, subordination provisions, payment terms, interest rates, covenants, remedies, defaults and other material terms) reasonably satisfactory to the Required Lenders.

"Subordination Agreement" means the Subordination Agreement (Borrower), dated as of the Original Effective Date, by and among the Borrower, as obligor, the Parent, as subordinated creditor, and the Collateral Agent, as amended from time to time.

"Subsidiary" means, with respect to any Person at any date, any corporation, limited or general partnership, limited liability company, trust, estate, association, joint venture or other business entity (i) the accounts of which would be consolidated with those of such Person in such Person's consolidated financial statements if such financial statements were prepared in accordance with GAAP or (ii) of which more than 50% of (A) the outstanding Capital Stock having (in the absence of contingencies) ordinary voting power to elect a majority of the board of directors or other managing body of such Person, (B) in the case of a partnership or limited liability company, the interest in the capital or profits of such partnership or limited liability company or (C) in the case of a trust, estate, association, joint venture or other entity, the beneficial interest in such trust, estate, association or other entity business is, at the time of determination, owned or controlled directly or indirectly through one or more intermediaries, by such Person. References to a Subsidiary shall mean a Subsidiary of the Borrower unless the context expressly provides otherwise; provided, that references to a Subsidiary shall not include the MLP and its subsidiaries, unless the context provides otherwise; provided further that: the MLP and its Subsidiaries shall be deemed to be Subsidiaries of:

(A) the Parent for the purposes of (I) the financial statements required to be delivered under Section 7(j) of the Parent Guaranty, to the extent the MLP and its Subsidiaries are required to be consolidated with the Parent in accordance with GAAP, (II) the calculation of any financial covenant of the Parent or any



	18

quantity calculated based on consolidated financial statements of the Parent in this Agreement or any other Loan Document, in each case, to the extent the MLP and its subsidiaries are required to be consolidated with the Parent and its Subsidiaries in accordance with GAAP, and (III) Sections 7.01(f), (g), (h) and (k); and

(B) the Borrower for the purposes of the financial statements required to be delivered under Sections 6.01(a)(i)-(iv), to the extent the MLP and its Subsidiaries are required to be consolidated with the Borrower in accordance with GAAP.

"Subsidiary Guarantor" means (i) each Subsidiary of the Borrower listed as a "Guarantor" on the signature pages hereto, and (ii) each other Subsidiary that guarantees, pursuant to Section 6.01(b) or otherwise, all or any part of the Obligations.

"Subsidiary Guaranty" means (i) the guaranty of each Guarantor party hereto contained in ARTICLE IX hereof, and (ii) each guaranty, in form and substance acceptable to the Required Lenders, made by any other Guarantor in favor of the Collateral Agent and the Lenders pursuant to Section 6.01(b) or otherwise.

"Taxes" has the meaning specified therefor in Section 2.07(a).

"Term Loan" means, collectively, (i) the loans made by the Existing Lenders to the Borrower on the Original Effective Date in the aggregate original principal amount of $100,000,000, (ii) the loans made by the Lenders to the Borrower on the Effective Date pursuant to Section 2.01(b) in the aggregate principal amount of $36,723,669.83 and (iii) the Incremental Loan made by Fifth Third Bank pursuant to Section 2.12, if and when made.

"Term Loan Commitment" means, with respect to each Lender, the commitment of such Lender to make an additional Term Loan to the Borrower in the amount set forth in Schedule 1.01(A) hereto, as the same may be terminated or reduced from time to time in accordance with the terms of this Agreement.

"Term Loan Obligations" means any Obligations with respect to the Term Loan (including without limitation, the principal thereof, the interest thereon, and the fees and expenses specifically related thereto).

"Termination Event" means (i) a Reportable Event with respect to any Employee Plan, (ii) any event that causes any Loan Party or any of its ERISA Affiliates to incur liability under Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section 4971 or 4975 of the Internal Revenue Code, (iii) the filing of a notice of intent to terminate an Employee Plan or the treatment of an Employee Plan amendment as a termination under Section 4041 of ERISA, (iv) the institution of proceedings by the PBGC to terminate an Employee Plan, or (v) any other event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Employee Plan.

"Title Insurance Policy" means a mortgagee's loan policy, in form and substance satisfactory to the Required Lenders, together with all endorsements made from time to time thereto, issued by or on behalf of a title insurance company satisfactory to the Required Lenders, insuring the Lien created by a Mortgage in an amount and on terms satisfactory to the Required Lenders, delivered to the Collateral Agent.

"Total Term Loan Commitment" means the sum of the amounts of the Lenders' Term Loan Commitments.

"Transactions" means (i) the purchase by the Lenders of the portion of the Existing Loan held by BLUSA as of the Effective Date pursuant to the BLUSA Assignment Agreements, (ii) the resignation of BLUSA as Collateral Agent pursuant to the BLUSA Assignment Agreements, (iii) the appointment of Bank Hapoalim B.M. as successor Collateral Agent pursuant to the BLUSA Assignment Agreements, and (iv) the making of the additional Term Loans on the Effective Date pursuant to Section 2.01.

"Transferee" has the meaning specified therefor in Section 2.07(a).



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"Turnaround" means a planned, periodic shut down (total or partial) of a group of refinery process units or plants to perform maintenance, overhaul and repair operations and to inspect, test and replace process materials and equipment.

"UCC Filing Authorization Letter" means a letter duly executed by each Credit Party authorizing the Collateral Agent to file appropriate financing statements on Form UCC‑1 without the signature of such Credit Party in such office or offices as may be necessary or, in the opinion of the Collateral Agent and the Lenders, desirable to perfect the security interests purported to be created by each Security Agreement, each Pledge Agreement and each Mortgage.

"Uniform Commercial Code" has the meaning specified therefor in Section 1.03.

"Unrestricted Cash" means Cash and Cash Equivalents that are freely transferable and are not subject to any Lien (other than inchoate or banker's Liens) in favor of any Person, other than the Collateral Agent or a Lender to secure the Obligations.

"WARN" has the meaning specified therefor in Section 5.01(u).

Section 1.02 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The word "will" shall be construed to have the same meaning and effect as the word "shall". Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person's successors and assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any right or interest in or to assets and properties of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible. References in this Agreement to "determination" by any Lender or the Collateral Agent include good faith estimates by such Lender or the Collateral Agent (in the case of quantitative determinations) and good faith beliefs by such Lender or the Collateral Agent (in the case of qualitative determinations).

Section 1.03 Accounting and Other Terms. Unless otherwise expressly provided herein, each accounting term used herein shall have the meaning given it under GAAP applied on a basis consistent with those used in preparing the Financial Statements. All terms used in this Agreement which are defined in Article 8 or Article 9 of the Uniform Commercial Code as in effect from time to time in the State of New York (the "Uniform Commercial Code") and which are not otherwise defined herein shall have the same meanings herein as set forth therein, provided that terms used herein which are defined in the Uniform Commercial Code as in effect in the State of New York on the Original Effective Date shall continue to have the same meaning notwithstanding any replacement or amendment of such statute except as the Required Lenders may otherwise determine.

Section 1.04 Time References. Unless otherwise indicated herein, all references to time of day refer to Eastern Standard Time or Eastern daylight saving time, as in effect in New York City on such day. For purposes of the computation of a period of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" each means "to but excluding"; provided, however, that with respect to a computation of fees or interest payable to the Collateral Agent or any Lender, such period shall in any event consist of at least one full day.



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ARTICLE II

THE LOANS

Section 2.01 Commitments and Loans.

(a) Each Existing Lender that had a Term Loan Commitment to make a portion of the Term Loan on the Original Effective Date made its portion of such initial Term Loan to the Borrower on the Original Effective Date, which initial Term Loan was, in the aggregate for all Lenders on the Original Effective Date, in the original aggregate principal amount of $100,000,000. As of the Effective Date, prior to giving effect to the Transactions contemplated to occur on the Effective Date, the aggregate principal amount of the outstanding Term Loan held by the Existing Lenders is $53,276,330.17. The amount of each such Loan held by each Lender on the Effective Date, the portion of the Term Loan each Lender is purchasing from BLUSA on the Effective Date, and each Lender's additional Term Loan Commitment is set forth in further detail on Schedule 1.01(A). The Borrower hereby acknowledges, confirms and agrees that the Existing Loan and all other Obligations, together with interest accrued and accruing thereon, all fees, costs and expenses and other charges now or hereafter payable by the Borrower to the Collateral Agent and the Lenders, are unconditionally owing (and are due on the respective dates) by the Borrower to the Collateral Agent and the Lenders, without set-off, counterclaim, deduction, offset or defense of any kind, nature or description whatsoever. Without limiting the generality of the foregoing, on the Effective Date, the Existing Loan made pursuant to the Existing Financing Agreement and outstanding on the Effective Date (immediately prior to giving effect thereto) shall be continued and remain outstanding in the form of (and automatically be deemed to constitute) a portion of the Term Loan under this Agreement. After giving effect to the Transactions contemplated to occur on the Effective Date, the aggregate principal amount of the outstanding Term Loan held by the Lenders on the Effective Date will be $90,000,000.

(b) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender severally agrees to make an additional portion of the Term Loan available to the Borrower on the Effective Date, in an aggregate principal amount not to exceed the amount of such Lender's Term Loan Commitment. Notwithstanding the foregoing, the aggregate principal amount of the Term Loan made on the Effective Date shall not exceed the Total Term Loan Commitment. Any principal amount of the Term Loan that is repaid or prepaid may not be reborrowed.

Section 2.02 Making the Loans. (a) The Borrower shall give the Lenders prior telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit A hereto (a "Notice of Borrowing")), not later than 12:00 noon (New York City time) on the date which is three (3) Business Days prior to the date of the proposed Loan (or such shorter period as the Lenders are willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed Loan, and (iv) the proposed borrowing date, which must be the Effective Date. The Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Lenders in good faith to be from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Lenders).

(b) All Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their ratable shares of the Total Term Loan Commitment, as the case may be, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender.



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Section 2.03 Repayment of Loans; Evidence of Debt. (a) The outstanding principal of the Term Loan shall be repayable in (i) 16 consecutive quarterly installments, on the last day of each March, June, September and December (each a "Scheduled Repayment Date"), commencing on December 31, 2014 and ending on September 30, 2018, each in an amount equal to $4,500,000, and (ii) one (1) payment on the Final Maturity Date in the amount necessary to repay in full the unpaid principal amount of the Term Loan. The outstanding principal of the Term Loan shall be repaid in full on the Final Maturity Date. The Borrower shall pay directly to each Lender its Pro Rata Share of each installment of principal of the Term Loan that is payable in accordance with this Section.

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. The entries made in the accounts so maintained shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.

(c) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) in the form attached as Exhibit D hereto, or as otherwise requested by the Required Lenders and reasonably acceptable to the Borrower. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 10.07) be represented by one or more promissory notes in such form payable to the order of the payee named therein.

Section 2.04 Interest.

(a) Term Loan. Subject to the terms of this Agreement, at the option of the Borrower, the Term Loan or any portion thereof shall be either a Reference Rate Loan or a LIBOR Rate Loan. Each portion of the Term Loan that is: (i) a Reference Rate Loan shall bear interest on the principal amount thereof from time to time outstanding, from the date of such Reference Rate Loan until repaid, at a rate per annum equal to the greater of (A) 5.50% and (B) the Reference Rate of such Lender plus the Applicable Margin, and (ii) each portion of the Term Loan that is a LIBOR Rate Loan shall bear interest on the principal amount thereof from time to time outstanding, from the date of such LIBOR Rate Loan until repaid, at a rate per annum equal to the greater of (A) 5.50% and (B) the LIBOR Rate for the Interest Period in effect for the Term Loan (or such portion thereof) plus the Applicable Margin. Each LIBOR Rate Loan and each Reference Rate Loan shall automatically be allocated to each Lender in accordance with its Pro Rata Share.

(b) Default Interest. To the extent permitted by law, upon the occurrence and during the continuance of an Event of Default, the principal of, and all accrued and unpaid interest on, all Loans, fees, indemnities or any other Obligations of the Credit Parties under this Agreement and the other Loan Documents, shall bear interest, from the date such Event of Default occurred until the date such Event of Default is cured or waived in writing in accordance herewith, at a rate per annum equal at all times to the Post-Default Rate.

(c) Interest Payment. Interest on each Loan shall be payable directly to each Lender on each Interest Payment Date and at maturity (whether upon demand, by acceleration or otherwise), and in each case shall be paid to each Lender based on its Pro Rata Share. Interest at the Post-Default Rate shall be payable on demand.

(d) General. All interest shall be computed on the basis of a year of 360 days for the actual number of days, including the first day but excluding the last day, elapsed.



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Section 2.05 Reduction of Commitment; Prepayment of Loans.

(a) Reduction of Commitments. The Total Term Loan Commitment shall terminate at 5:00 p.m. (New York City time) on the Effective Date.

(b) Optional Prepayment. The Borrower may, upon at least five (5) Business Days' prior written notice to the Lenders, prepay without penalty or premium (other than breakage compensation pursuant to Section 2.09) the principal of the Term Loan, in whole or in part, provided that the Borrower shall have no right to prepay the Term Loan pursuant to this clause 2.05(b) more than twice in any calendar year. Each prepayment made pursuant to this clause 2.05(b) shall be accompanied by the payment of (i) accrued interest to the date of such payment on the amount prepaid and (ii) the Applicable Prepayment Premium, if any, payable in connection with such prepayment of the Term Loan. Each such prepayment shall (A) be applied against the remaining quarterly installments of principal due on the Term Loan on a pro rata basis, and (B) be made to each Lender in accordance with its Pro Rata Share of the Term Loan.

(i) The Borrower shall prepay the outstanding principal amount of the Term Loan within five (5) Business Days of any Disposition by any Loan Party or its Subsidiaries pursuant to Section 6.02(c)(ii) (other than (w) the first $250,000 of Net Cash Proceeds received during each Fiscal Year from Dispositions under Section 6.02(c)(ii)(E), (x) a Disposition of the MLP Existing ROFO Assets, MLP New ROFO Assets and MLP Subject Assets to the MLP as described in subclause (G) of Section 6.02(c)(ii), (y) a Disposition of the MLP Specified Sale Equity Interests as described in subclause (H) of Section 6.02(c)(ii) or (z) a Disposition under Section 6.02(c)(ii)(F)), in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Lenders as a prepayment of the Loans) shall exceed for all such Dispositions since the Effective Date $25,000,000 (excluding Net Cash Proceeds received in respect of (A) the MLP Subject Assets, (B) the MLP Existing ROFO Assets, (C) the MLP New ROFO Assets, (D) the MLP Specified Sale Equity Interest and (E) the first $250,000 of Net Cash Proceeds received during each Fiscal Year from Dispositions under Section 6.02(c)(ii)(E)). Nothing contained in this subsection (i) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 6.02(c)(ii).

(ii) Within five (5) Business Days of the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), the Borrower shall prepay the outstanding amount of the Term Loan in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this subsection (ii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement.

(iii) Subject to Section 2.05(c)(iv) below, within five (5) Business Days of the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds in respect of any Casualty Event, the Borrower shall prepay the outstanding principal of the Term Loan in an amount equal to 100% of such Net Cash Proceeds.

(iv) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Casualty Event that are required to be used to make prepayments pursuant to Section 2.05(c)(iii), such Net Cash Proceeds shall not be required to be so used to prepay the Term Loan to the extent that such Net Cash Proceeds are used to purchase, acquire, replace, repair, restore, construct or improve properties or assets used or useful in such Person's business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Borrower delivers a certificate to the Lenders on or prior to the date such prepayment would otherwise be required to be made, certifying as to clause (A) and the amount of such Net Cash Proceeds and stating that such Net Cash Proceeds shall be used to purchase, acquire, replace, repair, restore, construct or improve properties or assets used in such Person's business and that such purchase, acquisition, replacement, repair, restoration, construction or improvement shall commence within 180 days after the date of receipt of such certificate, (C) if such Net Cash



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Proceeds exceed $1,500,000, such Net Cash Proceeds shall be deposited and held in deposit accounts maintained with each of Hapoalim and IDB (to the extent each is a Lender) based on their Pro Rata Shares, subject to disbursement in accordance with arrangements mutually agreeable (in their reasonable commercial discretion) to the Borrower and such Lenders, provided that it is understood and agreed that such Net Cash Proceeds may be applied to the Obligations if at any time a Default or Event of Default has occurred and is continuing, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Lenders pursuant to clause (B) above (as such period may be extended by the Required Lenders in their reasonable commercial discretion) or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if commencement of such work has not occurred, shall be used to make mandatory prepayments in accordance with Section 2.05(c)(iii). Notwithstanding the foregoing, it is understood and agreed that proceeds of business interruption insurance shall not be required to be used to prepay the Term Loan pursuant to this Section 2.05(c).

(v) Within ten (10) Business Days after the occurrence of any Dividend Prepayment Event, the Borrower shall (A) notify each Lender in writing (the "Dividend Prepayment Notice") of the occurrence of such Dividend Prepayment Event and the aggregate Dividend Prepayment Amount received or issued in respect thereof and reference this Section, (B) offer in such Dividend Prepayment Notice to prepay the outstanding principal amount of the Term Loan in an amount equal to such Dividend Prepayment Amount (the "Dividend Prepayment Event Offer"), and (C) specify in such Dividend Prepayment Notice that each Lender shall have the option, in its sole discretion, to accept all or a portion of such Dividend Prepayment Event Offer by giving written notice to the Borrower of its election to receive its Pro Rata Share of such Dividend Prepayment Amount within ten (10) Business Days after its receipt of such Dividend Prepayment Notice. If such Lender accepts the Dividend Prepayment Event Offer in accordance with this Section 2.05(c)(v), then within three (3) Business Days of the Borrower's receipt of such acceptance, the Borrower shall prepay such Lender's Term Loan in an amount equal to such Lender's share of such Dividend Prepayment Amount. If any Lender does not notify the Borrower of its acceptance of any Dividend Prepayment Event Offer within ten (10) Business Days of its receipt of an applicable Dividend Prepayment Notice, then such Lender shall be deemed to have elected, as of such date, not to receive its share of the Dividend Prepayment Amount described in such Dividend Prepayment Notice. To the extent any Lender does not elect to accept a Dividend Prepayment Event Offer in accordance with this Section 2.05(c)(v), the Borrower shall not be required or permitted to offer to pay the amount of such Lender's share of the applicable Dividend Prepayment Amount to the other Lenders (in their capacity as Lenders under this Agreement). All payments made pursuant to this Section 2.05(c)(v) shall be made in accordance with Section 2.05(d)(ii).

(vi) In the event (A) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) other than Permitted Investors becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 30% of any class of the Capital Stock of the Parent, or (B) the Board of Directors of the Parent shall cease to consist of a majority of Continuing Directors (each, a "Parent Change of Control Event"), the Borrower shall give the Lenders prompt written notice (and in any event within 2 Business Days after any Authorized Officer of the Borrower has knowledge of the occurrence of any Parent Change of Control Event) (a "Change of Control Notice"). Within 60 days after any Authorized Officer of the Borrower has knowledge of the occurrence of any Parent Change of Control Event, the Borrower shall prepay in full each Lender's Term Loan, accrued and unpaid interest thereon and all other Obligations owing to such Lender; provided, that prior to the making of such prepayment in full, each Lender shall have the right, but not the obligation, to notify the Borrower in writing of its election to forego all or a portion of such prepayment (it being understood and agreed that if a Lender does not notify the Borrower of its election to forego such prepayment, such Lender shall be deemed to have elected to require such prepayment in full.

(d) Application of Mandatory Payments.

(i) Each prepayment pursuant to subsections (c)(i), (c)(ii) and (c)(iii) above shall be made ratably to each Lender in accordance with its Pro Rata Share of the Term Loan. Each such prepayment shall be applied against all remaining installments of principal due on the Term Loan on a pro rata basis.



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(ii) Each prepayment pursuant to subsection (c)(v) above with respect to a Dividend Prepayment Event shall be made ratably to each Lender in accordance with its Pro Rata Share of the Term Loan. Each such prepayment under subsection (c)(v) above shall be applied against all remaining installments of principal of the Term Loan in the inverse order of maturity and shall be made to each Lender (other than, with respect to any Dividend Prepayment Amount, any Lender that does not accept a Dividend Prepayment Event Offer with respect to such Dividend Prepayment Amount in accordance with Section 2.05(c)(v)).

(iii) Each prepayment pursuant to subsection (c)(vi) above with respect to a Parent Change of Control Event shall be in an amount sufficient to prepay each Lender's portion of the Term Loan (other than any Lender which elects not to receive such prepayment in full), accrued and unpaid interest thereon and all other Obligations owing to such Lenders; provided, that if any Lender elects to forego a portion of such prepayment, then any amount prepaid pursuant to Section 2.05(c)(vi) shall be applied against all remaining installments of principal due on the Term Loan on a pro rata basis.

(e) Interest and Fees. Any prepayment made pursuant to this Section 2.05 shall be accompanied by accrued interest on the principal amount being prepaid to, but excluding, the date of prepayment and any amounts owing under Section 2.09.

(f) Cumulative Prepayments. Except as otherwise expressly provided in this Section 2.05, payments with respect to any subsection of this Section 2.05 are in addition to payments made or required to be made under any other subsection of this Section 2.05.

Section 2.06 Fees.

(a) Closing Fee. On or prior to the Effective Date, the Borrower shall pay to each Lender a non‑refundable closing fee (the "Closing Fee") equal to 1.50% multiplied by the amount of such Lender's portion of the Term Loan as of the Effective Date (after giving effect to the Transactions), which shall be deemed fully earned when paid.

(b) [Intentionally omitted].

Section 2.07 Taxes. (a) Any and all payments by any Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes imposed on the net income of the Collateral Agent or any Lender (or any transferee or assignee thereof, including a participation holder (any such entity, a "Transferee")) by the jurisdiction in which such Person is organized or has its principal lending office (all such nonexcluded taxes, levies, imposts, deductions, charges withholdings and liabilities, collectively or individually, "Taxes"). If any Loan Party shall be required to deduct any Taxes from or in respect of any sum payable hereunder to the Collateral Agent or any Lender (or any Transferee), (i) the sum payable shall be increased by the amount (an "additional amount") necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.07) the Collateral Agent or such Lender (or such Transferee) shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) such Loan Party shall make such deductions and (iii) such Loan Party shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

(b) In addition, each Loan Party agrees to pay to the relevant Governmental Authority in accordance with applicable law any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Loan Document ("Other Taxes"). Each Loan Party shall deliver to the Collateral Agent and each Lender official receipts in respect of any Taxes or Other Taxes payable hereunder promptly after payment of such Taxes or Other Taxes.

(c) The Loan Parties hereby jointly and severally indemnify and agree to hold the Collateral Agent and each Lender harmless from and against Taxes and Other Taxes (including, without limitation,



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Taxes and Other Taxes imposed on any amounts payable under this Section 2.07) paid by such Person, whether or not such Taxes or Other Taxes were correctly or legally asserted. Such indemnification shall be paid within 10 days from the date on which any such Person makes written demand therefore specifying in reasonable detail the nature and amount of such Taxes or Other Taxes.

(d) Each Lender (or Transferee) that is organized under the laws of a jurisdiction outside the United States (a "Non-U.S. Lender") agrees that it shall, no later than the Effective Date (or, in the case of a Lender which becomes a party hereto pursuant to Section 10.07 hereof after the Effective Date, promptly after the date upon which such Lender becomes a party hereto) deliver to the Collateral Agent one properly completed and duly executed copy of either U.S. Internal Revenue Service Form X-0XXX, X-0XXX or W-8IMY or any subsequent versions thereof or successors thereto, in each case claiming complete exemption from, or reduced rate of, U.S. Federal withholding tax and payments of interest hereunder. In addition, in the case of a Non-U.S. Lender claiming exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Internal Revenue Code, such Non-U.S. Lender hereby represents to the Borrower that such Non-U.S. Lender is not a bank for purposes of Section 881(c) of the Internal Revenue Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code) of the Parent and is not a controlled foreign corporation related to the Parent (within the meaning of Section 864(d)(4) of the Internal Revenue Code), and such Non-U.S. Lender agrees that it shall promptly notify the other Lenders if any such representation is no longer accurate. Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to this Agreement (or, in the case of a Transferee that is a participation holder, on or before the date such participation holder becomes a Transferee hereunder) and on or before the date, if any, such Non-U.S. Lender changes its applicable lending office by designating a different lending office (a "New Lending Office"). In addition, such Non-U.S. Lender shall deliver such forms within 20 days after receipt of a written request therefor from the Collateral Agent, the assigning Lender or the Lender granting a participation, as applicable. Notwithstanding any other provision of this Section 2.07, a Non-U.S. Lender shall not be required to deliver any form pursuant to this Section 2.07(d) that such Non-U.S. Lender is not legally able to deliver.

(e) The Loan Parties shall not be required to indemnify any Non-U.S. Lender, or pay any additional amounts to any Non-U.S. Lender, in respect of United States Federal withholding tax pursuant to this Section 2.07 to the extent that (i) the obligation to withhold amounts with respect to United States Federal withholding tax existed on the date such Non-U.S. Lender became a party to this Agreement (or, in the case of a Transferee that is a participation holder, on the date such participation holder became a Transferee hereunder) or, with respect to payments to a New Lending Office, the date such Non-U.S. Lender designated such New Lending Office with respect to a Loan; provided, however, that this clause (i) shall not apply to the extent the indemnity payment or additional amounts any Transferee, or Lender (or Transferee) through a New Lending Office, would be entitled to receive (without regard to this clause (i)) do not exceed the indemnity payment or additional amounts that the Person making the assignment, participation or transfer to such Transferee, or Lender (or Transferee) making the designation of such New Lending Office, would have been entitled to receive in the absence of such assignment, participation, transfer or designation, or (ii) the obligation to pay such additional amounts would not have arisen but for a failure by such Non-U.S. Lender to comply with the provisions of clause (d) above.

(f) The Collateral Agent or any Lender (or Transferee) claiming any indemnity payment or additional payment amounts payable pursuant to this Section 2.07 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document reasonably requested in writing by the Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such indemnity payment or additional amount that may thereafter accrue, would not require the Collateral Agent or such Lender (or Transferee) to disclose any information the Collateral Agent or such Lender (or Transferee) deems confidential and would not, in the sole determination of the Collateral Agent or such Lender (or Transferee), be otherwise disadvantageous to the Collateral Agent or such Lender (or Transferee).

(g) The obligations of the Loan Parties under this Section 2.07 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.



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Section 2.08 Continuation and Conversion of Loans. (a) The Borrower may from time to time request LIBOR Rate Loans or may request that a Loan that is a Reference Rate Loan be converted to a LIBOR Rate Loan or that any existing LIBOR Rate Loan continue for an additional Interest Period. Such request from the Borrower to the Lenders shall be in writing and shall specify the amount of the LIBOR Rate Loans or the amount of the Reference Rate Loans to be converted to LIBOR Rate Loans or the amount of the LIBOR Rate Loans to be continued (subject to the limits set forth below) and the Interest Period to be applicable to such LIBOR Rate Loans, provided that such request shall apply to the Term Loan or a portion of each Lender's Pro Rata Share of the Term Loan. Subject to the terms and conditions contained herein, three Business Days after receipt by each Lender of such a request from the Borrower, such LIBOR Rate Loans shall be made or Reference Rate Loans shall be converted to LIBOR Rate Loans or such LIBOR Rate Loans shall continue, as the case may be, provided that, (i) no Event of Default shall exist or have occurred and be continuing, (ii) no party hereto shall have sent any notice of termination of this Agreement pursuant to the terms hereof, (iii) no more than five (5) Interest Periods may be in effect at any one time, (iv) the aggregate amount of the LIBOR Rate Loans must be in an aggregate amount not less than $10,000,000 or an integral multiple of $500,000 in excess thereof and each Lender shall have a Pro Rata Share thereof, and (v) no Lender shall have notified the Borrower that LIBOR Rate Loans are unavailable pursuant to Section 2.11. Any request by or on behalf of the Borrower for LIBOR Rate Loans or to convert Reference Rate Loans to LIBOR Rate Loans or to continue any existing LIBOR Rate Loans shall be irrevocable. Notwithstanding anything to the contrary contained herein, the Lenders shall not be required to purchase United States Dollar deposits in the London interbank market or other applicable LIBOR Rate market to fund any LIBOR Rate Loans, but the provisions hereof shall be deemed to apply as if the Lenders had purchased such deposits to fund the LIBOR Rate Loans.

(b) Any LIBOR Rate Loans shall automatically convert to Reference Rate Loans upon the last day of the applicable Interest Period, unless each Lender has received a request to continue such LIBOR Rate Loans at least three Business Days prior to such last day in accordance with the terms hereof.

(c) Any LIBOR Rate Loans outstanding under the Existing Financing Agreement on the Effective Date (other than LIBOR Rate Loans that are being assigned by BLUSA pursuant to the BLUSA Assignment Agreements) shall continue as LIBOR Rate Loans under this Agreement with the same remaining Interest Period as was in effect immediately prior to the Effective Date.

Section 2.09 Funding Losses. In connection with each LIBOR Rate Loan, the Borrower shall indemnify, defend, and hold the Lenders harmless against any loss, cost, or expense incurred by any Lender as a result of (a) the payment of any principal of any LIBOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default), (b) the conversion of any LIBOR Rate Loan other than on the last day of the Interest Period applicable thereto (including as a result of a Default or an Event of Default), or (c) the failure to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in any LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, "Funding Losses"). Funding Losses shall, with respect to the Collateral Agent or any Lender, be deemed to equal the amount reasonably determined by the Collateral Agent or such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such LIBOR Rate Loan had such event not occurred, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period therefor), minus (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market. A certificate of a Lender delivered to the Borrower setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.09 shall be conclusive absent manifest error.

Section 2.10 Increased Costs and Reduced Return. (a) If any Lender shall have determined that any Change in Law shall (i) subject such Lender, or any Person controlling such Lender to any tax, duty or other charge with respect to this Agreement or any Loan made by such Lender, or change the basis of taxation of payments to such Lender or any Person controlling such Lender of any amounts payable hereunder (except for taxes on the overall net income of such Lender or any Person controlling such Lender), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Lender or any Person controlling such Lender or (iii) impose on



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such Lender or any Person controlling such Lender any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Lender of making any Loan or agreeing to make any Loan, or to reduce any amount received or receivable by such Lender hereunder, then, upon demand by such Lender, the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased costs or reductions in amount.

(b) If any Lender shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Lender or any Person controlling such Lender, and such Lender determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained or any guaranty or participation with respect thereto, such Lender's or such other controlling Person's other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Lender's such other controlling Person's capital to a level below that which such Lender or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, or any guaranty or participation with respect thereto or any agreement to make Loans, or such Lender's or such other controlling Person's other obligations hereunder (in each case, taking into consideration, such Lender's or such other controlling Person's policies with respect to capital adequacy), then, upon demand by such Lender, the Borrower shall pay to such Lender from time to time such additional amounts as will compensate such Lender for such cost of maintaining such increased capital or such reduction in the rate of return on such Lender's or such other controlling Person's capital.

(c) All amounts payable under this Section 2.10 shall bear interest from the date that is ten (10) days after the date of demand by any Lender until payment in full to the Collateral Agent or such Lender at the Reference Rate. A certificate of such Lender claiming compensation under this Section 2.10, specifying the event herein above described and the nature of such event shall be submitted by such Lender to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Lender's reasons for invoking the provisions of this Section 2.10, and shall be final and conclusive absent manifest error.

(d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.10 shall not constitute a waiver of such Lender's right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.10 for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

(e) The obligations of the Loan Parties under this Section 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Section 2.11 LIBOR Not Determinable; Impracticability or Illegality.

(a) If on or before the day on which the LIBOR Rate is to be determined in connection with the continuation of a LIBOR Rate Loan as such or a conversion of a Reference Rate Loan into a LIBOR Rate Loan, any Lender determines in good faith that, (i) the LIBOR Rate cannot be determined for any reason, (ii) the LIBOR Rate will not adequately and fairly reflect the cost of maintaining LIBOR Rate Loans or (iii) Dollar deposits in the principal amount of the applicable LIBOR Rate Loans are not available in the London interbank market, such Lender shall, as soon as practicable thereafter, give written notice of such determination to the Borrower and the other Lenders. Upon any such determination (A) each LIBOR Rate Loan made by the Lenders shall be converted into a Reference Rate Loan at the end of the then current Interest Period and (B) any request by the Borrower for the conversion of a Reference Rate Loan to a LIBOR Rate Loan shall be deemed to be a request to automatically continue a Reference Rate Loan as a Reference Rate Loan, in each case until such Lender has advised the Borrower and the other Lenders that the circumstances giving rise to such notice no longer exist. Each determination by any Lender hereunder shall be conclusive and binding absent manifest error.



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(b) If it shall be unlawful or improper for any Lender to make, maintain or fund any LIBOR Rate Loan as contemplated by this Agreement, then such Lender shall forthwith give notice thereof to the other Lenders and the Borrower describing such illegality or impropriety in reasonable detail. Effective immediately upon the giving of such notice, the obligation of such Lender to make LIBOR Rate Loans shall be suspended for the duration of such illegality or impropriety and, if and when such illegality or impropriety ceases to exist, such suspension shall cease, and such Lender shall notify the Borrower and the other Lenders. If any such change shall make it unlawful or improper for any Lender to maintain any outstanding LIBOR Rate Loan as a LIBOR Rate Loan, such Lender shall, upon the happening of such event, notify the other Lenders and the Borrower, and the Borrower shall immediately, or if permitted by applicable Requirement of Law, interpretation, request or directive, at the end of the then current Interest Period for such LIBOR Rate Loan, convert each such LIBOR Rate Loan into a Reference Rate Loan.

(c) The obligations of the Loan Parties under this Section 2.11 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Section 2.12 Incremental Loans. The Collateral Agent and the Lenders agree that the Borrower may elect to establish an additional term loan under this Agreement (an "Incremental Loan"), subject to the following conditions: (i) such Incremental Loan shall be funded within 90 days of the Effective Date, (ii) such Incremental Loan shall be provided by Fifth Third Bank, (iii) no Default or Event of Default shall have occurred and be continuing or would result from the incurrence of such Incremental Loan, (iv) such Incremental Loan shall be on the same terms and conditions (economic or otherwise) as the Term Loans, shall rank pari passu with the Term Loan, and shall be treated as part of the Term Loan for all purposes under this Agreement and the other Loan Documents, (v) such Incremental Loan shall be effected pursuant to an amendment to this Agreement, which amendment shall (A) include an increase in the amount of required principal installments under Section 2.03 so that the then-existing Lenders would receive during the term of this Agreement the same amount of principal installments under Section 2.03 as they would have received prior to giving effect to such Incremental Loan, and (B) otherwise be in form and substance reasonably satisfactory to the Borrower and the Required Lenders.

ARTICLE III

FEES, PAYMENTS AND OTHER COMPENSATION

Section 3.01 Payments; Computations and Statements. The Borrower will make each payment under this Agreement not later than 12:00 noon (New York City time) on the day when due, in lawful money of the United States of America and in immediately available funds, to each Lender at its Payment Office. All payments received by a Lender after 12:00 noon (New York City time) on any Business Day will be credited against the applicable Obligation on the next succeeding Business Day. All payments shall be made by the Borrower without set-off, counterclaim, deduction or other defense to the Collateral Agent and the Lenders. Whenever any payment to be made under any such Loan Document shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall in such case be included in the computation of interest or fees, as the case may be, except in the case of any LIBOR Rate Loan as otherwise provided in the definition of "Interest Period". All computations of fees shall be made by the Lenders on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such fees are payable. Each determination by the Lenders of an interest rate or fees hereunder shall be conclusive and binding for all purposes in the absence of manifest error.

Section 3.02 Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of any Obligation in excess of its ratable share of payments on account of similar obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such similar obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the



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proportion of (i) the amount of such Lender's required repayment to (ii) the total amount so recovered from the purchasing Lender of any interest or other amount paid by the purchasing Lender in respect of the total amount so recovered). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 3.02 may, to the fullest extent permitted by law, exercise all of its rights (including the Lender's right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. Notwithstanding the foregoing, to the extent any Credit Party maintains Cash or Cash Equivalents in any deposit account with a Lender and such Credit Party owes any obligations or liabilities to such Lender or its Affiliates other than the Obligations under any Loan Document, such Lender hereby agrees that it shall first exercise any right of set-off against the Obligations until the Obligations hereunder are paid in full.

Section 3.03 Apportionment of Payments. Subject to any written agreement among the Lenders:

(e) all payments of principal and interest in respect of outstanding Loans, all payments of fees and all other payments in respect of any other Obligations shall be made to such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made.

(f) After the occurrence and during the continuance of an Event of Default, the Lenders shall apply all payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due to the Collateral Agent until paid in full; (ii) second, ratably to pay the Term Loan Obligations in respect of any fees and indemnities then due to the Lenders until paid in full; (iii) third, ratably to pay interest due in respect of the Term Loan until paid in full; (iv) fourth, ratably to pay principal of the Term Loan until paid in full, and (v) fifth, to the ratable payment of all other Obligations then due and payable.

(g) In each instance, so long as no Event of Default has occurred and is continuing, Section 3.03(b) shall not be deemed to apply to any payment by the Borrower specified by the Borrower to the Lenders to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loan in accordance with the terms and conditions of Section 2.05.

(h) For purposes of Section 3.03(b), "paid in full" with respect to interest shall include interest accrued after the commencement of any Insolvency Proceeding irrespective of whether a claim for such interest is allowable in such Insolvency Proceeding.

(i) In the event of a direct conflict between the priority provisions of this Section 3.03 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 3.03 shall control and govern.

ARTICLE IV

CONDITIONS TO LOANS

Section 4.01 Conditions Precedent to Effectiveness. This Agreement shall become effective as of the Business Day (the "Effective Date") when each of the following conditions precedent shall have been satisfied in a manner satisfactory to the Lenders:

(a) Payment of Fees, Etc. The Borrower shall have paid on or before the date of this Agreement all fees, costs, expenses and taxes then payable pursuant to Section 2.06 and Section 10.04.



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(b) Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained in ARTICLE V and in each other Loan Document, certificate or other writing delivered to the Collateral Agent or any Lender pursuant hereto or thereto on or prior to the Effective Date are true and correct on and as of the Effective Date as though made on and as of such date and (ii) no Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from this Agreement or the other Loan Documents becoming effective in accordance with its or their respective terms.

(c) Delivery of Documents. Subject to the provisions of Section 6.01(o), the Lenders shall have received on or before the Effective Date the following, each in form and substance satisfactory to the Lenders and, unless indicated otherwise, dated the Effective Date: this Agreement, the other Loan Documents, customary officer's certificates and authorizing resolutions for each Loan Party, opinions of counsel, certificates of good standing, evidence of the insurance coverage, Notices of Borrowing, LIBOR Notices and such other agreements, instruments, approvals, opinions and other documents, each satisfactory to the Lenders in form and substance, as the Lenders may reasonably request.

(d) Payment of Interest to BLUSA. All accrued and unpaid interest and all other Obligations (other than the principal of the Loan) owing to BLUSA through the Effective Date under the Existing Financing Agreement shall have been paid in full in cash by the Borrower.

(e) Consummation of the BLUSA Assignment. Concurrently with the making of the additional Term Loans described in clause (ii) of the definition of "Term Loan", the Lenders shall have purchased the portion of the Existing Loan held by BLUSA pursuant to the BLUSA Assignment Agreements.

(f) IDB Notes. All obligations under and in respect of the IDB Notes (as defined in the Existing Financing Agreement) shall have been paid in full in cash.

(g) Approvals. All consents, authorizations and approvals of, and filings and registrations with, and all other actions in respect of, any Governmental Authority or other Person required in connection with the making of the Loans or the conduct of the Loan Parties' business shall have been obtained and shall be in full force and effect.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

Section 5.01 Representations and Warranties. Each Loan Party hereby represents and warrants to the Collateral Agent and the Lenders as follows:

(a) Organization, Good Standing, Etc. Each Loan Party (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated and, in the case of the Borrower, to make the borrowings hereunder, and to execute and deliver each Loan Document to which it is a party, and to consummate the transactions contemplated thereby, and (iii) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(b) Authorization, Etc. The execution, delivery and performance by each Loan Party of each Loan Document to which it is or will be a party, (i) have been duly authorized by all necessary action, (ii) do not and will not contravene any of its Governing Documents, any material Requirement of Law or any material Contractual Obligation binding on or otherwise affecting it or any of its properties, (iii) do not and will not result in or require the creation of any Lien (other than pursuant to any Loan Document) upon or with respect to any of its



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properties, and (iv) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to its operations or any of its properties.

(c) Governmental Approvals. No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required in connection with the due execution, delivery and performance by any Loan Party of any Loan Document to which it is or will be a party.

(d) Enforceability of Loan Documents. This Agreement is, and each other Loan Document to which any Loan Party is or will be a party, when delivered hereunder, will be, a legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally

(e) Capitalization; Subsidiaries.

(i) On the Effective Date, after giving effect to the transactions contemplated hereby to occur on the Effective Date, the authorized Capital Stock of the Borrower and the issued and outstanding Capital Stock of the Borrower are as set forth on Schedule 5.01(e). All of the issued and outstanding shares of Capital Stock of the Borrower have been validly issued and are fully paid and nonassessable, and the holders thereof are not entitled to any preemptive, first refusal or other similar rights. Except as described on Schedule 5.01(e), as of the Effective Date, there are no outstanding debt or equity securities of the Borrower or any of its Subsidiaries and no outstanding obligations of the Parent or any of its Subsidiaries convertible into or exchangeable for, or warrants, options or other rights for the purchase or acquisition from the Borrower, or other obligations of the Borrower to issue, directly or indirectly, any shares of Capital Stock of the Borrower.

(ii) Schedule 5.01(e) is a complete and correct description of the name, jurisdiction of incorporation and ownership of the outstanding Capital Stock of such Subsidiaries of the Borrower in existence on the Effective Date. Except as indicated on such Schedule, as of the Effective Date, all such Capital Stock is owned by the Borrower or one or more of its wholly-owned Subsidiaries, free and clear of all Liens. There are no outstanding debt or equity securities of the Borrower or any of its Subsidiaries and no outstanding obligations of the Borrower or any of its Subsidiaries convertible into or exchangeable for, or warrants, options or other rights for the purchase or acquisition from the Borrower or any of its Subsidiaries, or other obligations of any Subsidiary to issue, directly or indirectly, any shares of Capital Stock of any Subsidiary of the Borrower.

(f) Litigation; Commercial Tort Claims. Except as set forth in Schedule 5.01(f), as of the Effective Date, (i) there is no pending or, to the best knowledge of any Loan Party, threatened action, suit or proceeding affecting any Loan Party or any of its properties before any court or other Governmental Authority or any arbitrator that (A) could reasonably be expected to have a Material Adverse Effect or (B) relates to this Agreement or any other Loan Document or any transaction contemplated hereby or thereby and (ii) as of the Effective Date, none of the Loan Parties holds any commercial tort claims in respect of which a claim has been filed in a court of law or a written notice by an attorney has been given to a potential defendant.

(g) Financial Condition.

(i) The Financial Statements, copies of which have been delivered to each Agent and each Lender, fairly present the consolidated financial condition of the Borrower and its Subsidiaries as at the respective dates thereof and the consolidated results of operations of the Borrower and its Subsidiaries for the fiscal periods ended on such respective dates, all in accordance with GAAP. All material Indebtedness and other liabilities (including, without limitation, Indebtedness, liabilities for taxes, long-term leases and other unusual forward or long-term commitments), direct or contingent, of the Borrower and its Subsidiaries are set forth in the Financial Statements, and since December 31, 2012 no event or development has occurred that has had or could reasonably be expected to have a Material Adverse Effect.



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(ii) The Borrower has heretofore furnished to each Agent and each Lender (A) projected quarterly income statements and statements of cash flows of the Borrower and its Subsidiaries for the period from January 1, 2014, through December 31, 2014, and (B) projected income statements and statements of cash flows of the Borrower and its Subsidiaries for the Fiscal Years ending in 2013 through 2017. Such projections are believed by the Borrower at the time furnished to be reasonable and prepared on a reasonable basis and in good faith, and based on assumptions believed by the Borrower to be reasonable at the time made and upon the best information then reasonably available to the Borrower, and the Borrower is not aware of any facts or information that would lead it to believe that such projections are incorrect or misleading in any material respect.

(h) Compliance with Law, Etc. No Loan Party is in violation of any of its Governing Documents, any Requirement of Law or any term of any Contractual Obligation binding on or otherwise affecting it or any of its properties, except to the extent such violation, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, and no Default or Event of Default has occurred and is continuing.

(i) ERISA. No Loan Party nor any of its ERISA Affiliates contributes to, sponsors, maintains or has an obligation to contribute to or maintain any Multiemployer Plan or any Employee Plan and has not at any time prior to the date hereof established, sponsored or maintained, been a party to and has not at any time prior to the date hereof contributed or been obligated to contribute to or maintain any Multiemployer Plan or any Employee Plan. Except as required by Section 4980B of the Internal Revenue Code, no Loan Party or any of its ERISA Affiliates maintains an employee welfare benefit plan (as defined in Section 3(1) of ERISA) which provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of any Loan Party or any of its ERISA Affiliates or coverage after a participant's termination of employment.

(j) Taxes, Etc. All Federal, state and material local tax returns and other reports required by applicable Requirements of Law to be filed by any Loan Party have been filed, or extensions have been obtained, and all taxes, assessments and other governmental charges imposed upon any Loan Party or any property of any Loan Party and which have become due and payable on or prior to the date hereof have been paid, except to the extent contested in good faith by proper proceedings which stay the imposition of any penalty, fine or Lien resulting from the non-payment thereof and with respect to which adequate reserves have been set aside for the payment thereof on the Financial Statements in accordance with GAAP.

(k) Regulations T, U and X. No Loan Party is or will be engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation T, U or X), and no proceeds of any Loan will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock or for any purpose that violates Regulation T, U or X.

(l) Nature of Business. No Loan Party is engaged in any business other than the operation of a crude oil refinery, purchasing or selling petroleum, petroleum product or related inventory, operation of petroleum, petroleum product or related inventory transportation and gathering systems and receiving and storage stations, and the operation of various product pipelines, terminals railroad and trucking operations and construction services operations, together with activities and operations related or complementary thereto.

(m) Adverse Agreements, Etc. No Loan Party is a party to any Contractual Obligation or subject to any restriction in any Governing Document or any judgment, order, regulation, ruling or other requirement of a court or other Governmental Authority, which has, or in the future could reasonably be expected to have, a Material Adverse Effect.

(n) Permits, Etc. Each Loan Party has, and is in compliance with, all permits, licenses, authorizations, approvals, entitlements and accreditations required for such Person lawfully to own, lease, manage or operate, or to acquire, each business currently owned, leased, managed or operated, or to be acquired, by such Person other than permits, licenses, authorizations, approvals, entitlements and accreditations that the failure to obtain, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No condition exists or event has occurred which, in itself or with the giving of notice or lapse of time or both, would



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result in the suspension, revocation, impairment, forfeiture or non-renewal of any such permit, license, authorization, approval, entitlement or accreditation, and there is no claim that any thereof is not in full force and effect.

(o) Properties. (i) Each Loan Party has good and marketable title to, valid leasehold interests in, or valid licenses to use, all property and assets material to its business, free and clear of all Liens, except Permitted Liens. All such properties and assets necessary for the Loan Parties to conduct their business are in good working order and condition, ordinary wear and tear excepted.

(ii) Schedule 5.01(o) sets forth a complete and accurate list, as of the Effective Date, of the location, by state and street address, of all real property (other than Pipeline Property) owned or leased by each Loan Party and identifies the interest (fee or leasehold) of such Loan Party therein. As of the Effective Date, each Loan Party has valid leasehold interests in each material Lease described on Schedule 5.01(o) to which it is a party. Each such Lease is valid and enforceable in accordance with its terms in all material respects and is in full force and effect. No consent or approval of any landlord or other third party in connection with any such Lease is necessary for any Loan Party to enter into and execute the Loan Documents to which it is a party, except as set forth on Schedule 5.01(o). To the best knowledge of any Loan Party, no other party to any such Lease is in default of its obligations thereunder, and no Loan Party (or any other party to any such Lease) has at any time delivered or received any notice of default which remains uncured under any such Lease and, as of the Effective Date, no event has occurred which, with the giving of notice or the passage of time or both, would constitute a default under any such Lease.

(iii) Each of the Borrower and its Subsidiaries owns, or is licensed to use, all intellectual property reasonably necessary for the conduct of its business as currently conducted. No claim has been asserted and is pending by any Person challenging or questioning the use of any intellectual property or the validity or effectiveness of any intellectual property, except for claims that could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, nor does the Borrower know of any valid basis for any such claim. The use of intellectual property material to the Borrower or its Subsidiaries for the conduct of its business as currently conducted, does not, to their knowledge, infringe on the rights of any Person in any material respect.

(p) Full Disclosure. Each Loan Party has disclosed to the Collateral Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it is subject, and all other matters known to it, that, individually or in the aggregate, could result in a Material Adverse Effect. None of the other reports, financial statements, certificates or other information furnished by or on behalf of any Loan Party to the Collateral Agent or the Lenders in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which it was made, not misleading; provided that, with respect to projected financial information, each Loan Party represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time prepared.

(q) Environmental Matters. Except as set forth on Schedule 5.01(q) or as would not reasonably be expected to have a Material Adverse Effect, to the knowledge of any Loan Party: (i) the operations of each Loan Party are in material compliance with all Environmental Laws; (ii) there has been no Release at any of the properties owned or operated by any Loan Party or its predecessor in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any of their predecessors in interest; (iii) no Environmental Action has been asserted against any Loan Party or any of their predecessors in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any of their predecessors in interest; (iv) no Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any Loan Party or any of their predecessors in interest; (v) no property now or formerly owned or operated by a Loan Party has been used as a treatment or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws; (vii) each Loan Party holds all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it,



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except for such licenses, permits and approvals as to which a Loan Party's failure to maintain or comply with could not have an Environmental Material Adverse Effect; and (viii) no Loan Party has received any notification pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made in respect as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not have a Material Adverse Effect.

(r) Use of Proceeds. The proceeds of the Loans shall be used to (a) pay fees and expenses in connection with the transactions contemplated hereby and (b) fund working capital and general corporate purposes of the Borrower, including working capital payments under the Acquisition Agreement.

(s) Solvency. As of the Effective Date, after giving effect to the transactions contemplated by this Agreement and before and after giving effect to each Loan, each Loan Party is, and the Loan Parties on a consolidated basis are, Solvent.

(t) Investment Company Act. None of the Loan Parties is (i) an "investment company" or an "affiliated person" or "promoter" of, or "principal underwriter" of or for, an "investment company", as such terms are defined in the Investment Company Act of 1940, as amended, or (ii) subject to regulation under any Requirement of Law that limits in any respect its ability to incur Indebtedness or which may otherwise render all or a portion of the Obligations unenforceable.

(u) Employee and Labor Matters. As of the Effective Date, there is (i) no unfair labor practice complaint pending or, to the best knowledge of any Loan Party, threatened against any Loan Party before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party which arises out of or under any collective bargaining agreement, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened against any Loan Party or (iii) to the best knowledge of each Loan Party, no union representation question existing with respect to the employees of any Loan Party and no union organizing activity taking place with respect to any of the employees of any Loan Party. No Loan Party or any of its ERISA Affiliates has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act ("WARN") or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of any Loan Party have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from any Loan Party on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of such Loan Party, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

ARTICLE VI

COVENANTS OF THE LOAN PARTIES

Section 6.01 Affirmative Covenants. So long as any principal of or interest on any Loan or any other Obligation (whether or not due) shall remain unpaid, each Loan Party will, unless the Required Lenders shall otherwise consent in writing:

(a) Reporting Requirements. Furnish to each Lender:

(i) as soon as available and in any event within 50 days after the end of the first 3 fiscal quarters of the Borrower and its Subsidiaries and 90 days after the end of the fourth fiscal quarter of the Borrower and its Subsidiaries commencing with the first fiscal quarter of the Borrower and its Subsidiaries ending after the Effective Date, consolidated balance sheets, consolidated statements of operations and retained earnings and consolidated statements of cash flows of the Borrower and its Subsidiaries as at the end of such quarter, and for the period commencing at the end of the immediately preceding Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the figures for the corresponding date or period of the immediately preceding Fiscal Year, all in reasonable detail and certified by an Authorized Officer of the Parent as fairly presenting,



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in all material respects, the financial position of the Borrower and its Subsidiaries as of the end of such quarter and the results of operations and cash flows of the Borrower and its Subsidiaries for such quarter, in accordance with GAAP applied in a manner consistent with that of the most recent audited financial statements of the Borrower and its Subsidiaries furnished to the Lenders, subject to normal year-end adjustments; provided that to the extent GAAP requires the MLP and its subsidiaries to be consolidated with the Borrower and its Subsidiaries, the stand-alone consolidated financial statements of the MLP and its subsidiaries for the first 3 fiscal quarters of the MLP shall be delivered within 55 days after the end of such fiscal quarters and within 95 days after the end of the fourth fiscal quarter of the MLP;

(ii) as soon as available, and in any event within 90 days after the end of each Fiscal Year of the Borrower and its Subsidiaries, consolidated balance sheets, consolidated statements of operations and retained earnings and consolidated statements of cash flows of the Borrower and its Subsidiaries as at the end of such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the immediately preceding Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, and accompanied by a report and an unqualified opinion, prepared in accordance with generally accepted auditing standards, of independent certified public accountants of recognized standing selected by the Borrower and reasonably satisfactory to the Lenders (which opinion shall be without (A) a "going concern" or like qualification or exception, (B) any qualification or exception as to the scope of such audit, or (C) any qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with the provisions of Section 6.03);

(iii) simultaneously with the delivery of the financial statements of the Borrower and its Subsidiaries required by clauses (i) and (ii) of this Section 6.01(a), a certificate of an Authorized Officer of the Borrower (A) stating that such Authorized Officer has reviewed the provisions of this Agreement and the other Loan Documents and has made or caused to be made under his or her supervision a review of the condition and operations of the Borrower and its Subsidiaries during the period covered by such financial statements with a view to determining whether the Borrower and its Subsidiaries were in compliance with all of the provisions of this Agreement and such Loan Documents at the times such compliance is required hereby and thereby, and that such review has not disclosed, and such Authorized Officer has no knowledge of, the existence during such period of an Event of Default or Default or, if an Event of Default or Default existed, describing the nature and period of existence thereof and the action which the Borrower and its Subsidiaries propose to take or have taken with respect thereto and (B) attaching a schedule showing all Dispositions subject to Section 6.02(c)(ii)(I) during such period and since the Effective Date and the calculations specified in Section 6.03;

(iv) (A) as soon as available and in any event not later than 60 days after the end of each Fiscal Year, financial projections consisting of consolidated balance sheets, consolidated statements of operations and retained earnings and consolidated statements of cash flows of the Borrower and its Subsidiaries, prepared on a quarterly basis and otherwise in form and substance satisfactory to the Lenders, for the immediately succeeding Fiscal Year for the Borrower and its Subsidiaries and prepared on an annual basis for the next 2 Fiscal Years thereafter, all such financial projections to be reasonable, to be prepared on a reasonable basis and in good faith, and to be based on assumptions believed by the Borrower to be reasonable at the time made and from the best information then available to the Borrower;

(v) promptly after submission to any Governmental Authority, all material documents and information furnished to such Governmental Authority in connection with any investigation of any Loan Party;

(vi) as soon as possible, and in any event within 3 Business Days after the occurrence of an Event of Default or Default or the occurrence of any event or development that could reasonably be expected to have a Material Adverse Effect, the written statement of an Authorized Officer of the Borrower setting forth the details of such Event of Default or Default or other event or development having a Material Adverse Effect and the action which the affected Loan Party proposes to take with respect thereto;



	36

(vii) (A) as soon as possible and in any event within 10 days after any Loan Party or any ERISA Affiliate thereof knows or has reason to know that (1) any Reportable Event with respect to any Employee Plan has occurred, (2) any other Termination Event with respect to any Employee Plan has occurred, or (3) an accumulated funding deficiency has been incurred or an application has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including installment payments) or an extension of any amortization period under Section 412 of the Internal Revenue Code with respect to an Employee Plan, a statement of an Authorized Officer of the Borrower setting forth the details of such occurrence and the action, if any, which such Loan Party or such ERISA Affiliate proposes to take with respect thereto, (B) promptly and in any event within three days after receipt thereof by any Loan Party or any ERISA Affiliate thereof from the PBGC, copies of each notice received by any Loan Party or any ERISA Affiliate thereof of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan, (C) promptly and in any event within 10 days after the filing thereof with the Internal Revenue Service if requested by the Collateral Agent or any Lender, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Employee Plan and Multiemployer Plan, (D) promptly and in any event within 10 days after any Loan Party or any ERISA Affiliate thereof knows or has reason to know that a required installment within the meaning of Section 412 of the Internal Revenue Code has not been made when due with respect to an Employee Plan, (E) promptly and in any event within 3 days after receipt thereof by any Loan Party or any ERISA Affiliate thereof from a sponsor of a Multiemployer Plan or from the PBGC, a copy of each notice received by any Loan Party or any ERISA Affiliate thereof concerning the imposition or amount of withdrawal liability under Section 4202 of ERISA or indicating that such Multiemployer Plan may enter reorganization status under Section 4241 of ERISA, and (F) promptly and in any event within 10 days after any Loan Party or any ERISA Affiliate thereof sends notice of a plant closing or mass layoff (as defined in WARN) to employees, copies of each such notice sent by such Loan Party or such ERISA Affiliate thereof;

(viii) promptly after the commencement thereof but in any event not later than 5 days after service of process with respect thereto on, or the obtaining of knowledge thereof by, any Loan Party, notice of each action, suit or proceeding before any court or other Governmental Authority or other regulatory body or any arbitrator which could reasonably be expected to have a Material Adverse Effect;

(ix) promptly after the sending or filing thereof, copies of all statements, reports and other information any Loan Party sends to any holders of its Indebtedness or its securities or files with the SEC or any national (domestic or foreign) securities exchange;

(x) promptly upon receipt thereof, copies of all financial reports (including, without limitation, management letters), if any, submitted to any Loan Party by its auditors in connection with any annual or interim audit of the books thereof; and

(xi) promptly upon request, such other information concerning the condition or operations, financial or otherwise, of any Loan Party as the Collateral Agent or any Lender may from time to time reasonably request.

(b) Additional Guaranties and Collateral Security. Cause:

(i) each Subsidiary of any Loan Party (other than a Special Purpose Subsidiary formed and used in a Permitted Securitization Transaction for the purpose of financing working capital) not in existence on the Effective Date to execute and deliver to the Collateral Agent promptly and in any event within 3 days after the formation, acquisition or change in status thereof (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor, (B) a supplement to the Security Agreement, together with (1) certificates evidencing all of the Capital Stock of any Person owned by such Subsidiary, (2) undated stock powers executed in blank with signature guaranteed, and (3) such opinions of counsel as the Required Lenders may reasonably request, (C) if such Subsidiary has any Subsidiaries, a Pledge Agreement together with (x) certificates evidencing all of the Capital Stock of any Person owned by such Subsidiary, (y) undated stock powers executed in blank with signature guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent and the Required Lenders may reasonably request in respect of complying with



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any legend on any such certificate or any other matter relating to such shares, (D) within 90 days thereafter, to the extent any real property of such Subsidiary meets the dollar thresholds set forth in Section 6.01(l), one or more Mortgages creating on such real property a perfected, first priority Lien on such real property, a Title Insurance Policy covering such real property, a current ALTA survey thereof and a surveyor's certificate, each in form and substance satisfactory to the Required Lenders, together with such other agreements, instruments and documents as the Required Lenders may require whether comparable to the documents required under Section 6.01(l) or otherwise, and (E) such other agreements, instruments, approvals, legal opinions or other documents reasonably requested by the Collateral Agent or the Required Lenders in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Agreement, Pledge Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations; and

(ii) each owner of the Capital Stock of any such Subsidiary to execute and deliver promptly and in any event within 3 days after the formation or acquisition of such Subsidiary a Pledge Agreement, together with (A) certificates evidencing all of the Capital Stock of such Subsidiary, (B) undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent or the Required Lenders may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (D) such other agreements, instruments, approvals, legal opinions or other documents reasonably requested by the Collateral Agent or the Required Lenders.

(c) Compliance with Laws, Etc. Except to the extent such failure to comply, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, comply, and cause each of its Subsidiaries to comply in all respects with all Requirements of Law (not including Environmental Laws which are addressed in Section 6.01(j)), judgments and awards (including any settlement of any claim that, if breached, could give rise to any of the foregoing), such compliance to include, without limitation, (i) paying before the same become delinquent all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or upon any of its properties, and (ii) paying all lawful claims which if unpaid might become a Lien or charge upon any of its properties, except to the extent contested in good faith by proper proceedings which stay the imposition of any penalty, fine or Lien resulting from the non-payment thereof and with respect to which adequate reserves have been set aside for the payment thereof in accordance with GAAP.

(d) Preservation of Existence, Etc. (i) Maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, its existence, rights and privileges, and (ii) become or remain, and cause each of its Subsidiaries to become or remain, duly qualified and in good standing in each jurisdiction in which the failure to do so could reasonably be expected to have a Material Adverse Effect.

(e) Keeping of Records and Books of Account. Keep, and cause each of its Subsidiaries to keep, adequate records and books of account, with complete entries made to permit the preparation of financial statements in accordance with GAAP.

(f) Inspection Rights. (i) Permit, and cause each of its Subsidiaries to permit, the agents and representatives of the Collateral Agent or any Lender at any time and from time to time during normal business hours, and (so long as no Default or Event of Default exists), with reasonable prior notice, at the expense of the Borrower, to examine and make copies of and abstracts from its records and books of account, to visit and inspect its properties, to verify materials, leases, notes, accounts receivable, deposit accounts and its other assets, to conduct audits, physical counts, valuations, appraisals or examinations and to discuss its affairs, finances and accounts with any of its directors, officers, managerial employees, independent accountants or any of its other representatives, and (ii) pay upon demand the reasonable costs and expenses of the Collateral Agent and the Lenders in connection with all visits, audits, inspections, valuations, appraisals and field examinations (including the cost of all visits, audits, inspections, valuations, appraisals and field examinations conducted by a third party on behalf of the Collateral Agent and the Lenders), provided that so long as no Default or Event of Default has occurred and is continuing, the



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Borrower shall not be required to reimburse the Collateral Agent and the Lenders for more than two (2) field examinations and one (1) Appraisal during any calendar year. In furtherance of the foregoing, each Loan Party hereby authorizes its independent accountants, and the independent accountants of each of its Subsidiaries, to discuss the affairs, finances and accounts of such Person (independently or together with representatives of such Person) with the agents and representatives of the Collateral Agent or any Lender in accordance with this Section 6.01(f).

(g) Maintenance of Properties, Etc. Maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, all of its properties which are necessary or useful in the proper conduct of its business in good working order and condition, ordinary wear and tear excepted, and comply, and cause each of its Subsidiaries to comply, at all times with the provisions of all leases to which it is a party as lessee or under which it occupies property, so as to prevent any loss or forfeiture thereof or thereunder, except in each case to the extent the failure to do so, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

(h) Maintenance of Insurance. Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent, flood (to the extent a property covered by a Mortgage is located in a flood zone) and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event in amount, adequacy and scope reasonably satisfactory to the Collateral Agent and the Required Lenders; provided, that the Loan Parties and their Subsidiaries may obtain such insurance through a Captive Insurance Subsidiary to the extent (i) such insurance is reinsured by one or more responsible and reputable insurance companies or associations, or the federal government, (ii) any reinsurance agreements between such Captive Insurance Subsidiary and such reinsurance companies described in clause (i) above shall provide for direct access to such reinsurers through a direct access cut-through endorsement for all named insureds, loss payees and mortgagees, and (iii) such arrangements are otherwise acceptable to the Collateral Agent and the Required Lenders in their reasonable discretion. All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Lenders, as its interests may appear, in case of loss, under a standard non‑contributory "lender" or "secured party" clause and are to contain such other provisions as the Collateral Agent or the Required Lenders may require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 days' prior written notice to the Collateral Agent of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent or any Lender may arrange for such insurance, but at the Borrower's expense and without any responsibility on the Collateral Agent's or such Lender's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies.

(i) Obtaining of Permits, Etc. Obtain, maintain and preserve, and cause each of its Subsidiaries to obtain, maintain and preserve, and take all necessary action to timely renew, all permits, licenses, authorizations, approvals, entitlements and accreditations which are necessary or useful in the proper conduct of its business, except to the extent the failure to do so, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

(j) Environmental. (i) Keep any property either owned or operated by it or any of its Subsidiaries free of any Environmental Liens except Permitted Liens; (ii) comply, and cause each of its Subsidiaries to comply, in all material respects with Environmental Laws and provide to the Collateral Agent and the Lenders any



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documentation of such compliance which the Collateral Agent or any Lender may reasonably request, except as any such compliance circumstance could not reasonably be expected to have a Material Adverse Effect; (iii) provide the Collateral Agent and the Lenders written notice within five (5) days of any Release of a Hazardous Material in excess of any reportable quantity from or onto property at any time owned or operated by it or any of its Subsidiaries but only to the extent that such release is could reasonably be expected to result in a Material Adverse Effect, and take any Remedial Actions required to comply with Environmental Laws or by Governmental Authority to xxxxx said Release; and (iv) provide the Collateral Agent and the Lenders with written notice of any of the following to the extent that such could reasonably be expected to have a Material Adverse Effect within ten (10) days of the determination that the following could reasonably be expected to have a Material Adverse Affect: (A) notice that an Environmental Lien has been filed against any property of any Loan Party or any of its Subsidiaries; (B) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Loan Party or any of its Subsidiaries; and (C) notice of a violation, citation or other administrative order.

(k) Further Assurances. Take such action and execute, acknowledge and deliver, and cause each of its Subsidiaries to take such action and execute, acknowledge and deliver, at its sole cost and expense, such agreements, instruments or other documents as the Collateral Agent or any Lender may reasonably require from time to time in order (i) to carry out more effectively the purposes of this Agreement and the other Loan Documents, (ii) to subject to valid and perfected first priority Liens any of the Collateral or any other property of any Loan Party and its Subsidiaries, (iii) to establish and maintain the validity and effectiveness of any of the Loan Documents and the validity, perfection and priority of the Liens intended to be created thereby, and (iv) to better assure, convey, grant, assign, transfer and confirm unto the Collateral Agent and each Lender the rights now or hereafter intended to be granted to it under this Agreement or any other Loan Document. In furtherance of the foregoing, to the maximum extent permitted by applicable law, each Loan Party (A) authorizes the Collateral Agent to execute any such agreements, instruments or other documents in such Loan Party's name and to file such agreements, instruments or other documents in any appropriate filing office, (B) authorizes the Collateral Agent to file any financing statement required hereunder or under any other Loan Document, and any continuation statement or amendment with respect thereto, in any appropriate filing office without the signature of such Loan Party, and (C) ratifies the filing of any financing statement, and any continuation statement or amendment with respect thereto, filed without the signature of such Loan Party prior to the date hereof.

(l) After Acquired Real Property. Upon the acquisition by it or any of its Subsidiaries after the date hereof of any interest (whether fee or leasehold) in any real property (wherever located) (each such interest being an "After Acquired Property") (x) with a Current Value (as defined below) in excess of $1,000,000 in the case of a fee interest, or (y) requiring the payment of annual rent exceeding in the aggregate $200,000 in the case of leasehold interest, promptly so notify the Collateral Agent and each Lender, setting forth with specificity a description of the interest acquired, the location of the real property, any structures or improvements thereon and either an appraisal or such Loan Party's good-faith estimate of the current value of such real property (for purposes of this Section, the "Current Value"). The Collateral Agent or the Required Lenders shall notify such Loan Party whether they intend to require a Mortgage and the other documents referred to below or in the case of leasehold, a leasehold Mortgage or landlord's waiver. Upon receipt of such notice requesting a Mortgage, the Person which has acquired such After Acquired Property shall, as soon as practicable but in any event within 90 days thereafter, furnish to the Collateral Agent the following, each in form and substance satisfactory to the Required Lenders: (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, each duly executed by such Person and in recordable form, (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral Agent or the Required Lenders, desirable to create and perfect a valid and enforceable first priority lien (subject to Permitted Liens having priority as a matter of applicable law) on the property purported to be covered thereby or to otherwise protect the rights of the Collateral Agent and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent and the Required Lenders, (v) Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent and the Required Lenders, (vi) in the case of a leasehold interest, a certified copy of the lease between the landlord and such Person with respect to such real property in which such Person has a leasehold interest, (vii) in the case of a leasehold interest, an attornment and nondisturbance agreement between the landlord



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(and any fee mortgagee, if requested by the Collateral Agent or the Required Lenders) with respect to such real property and the Collateral Agent, and (viii) such other documents or instruments (including guarantees and opinions of counsel) as the Collateral Agent or the Required Lenders may reasonably require. The Borrower shall pay all fees and expenses, including reasonable attorneys' fees and expenses, and all title insurance charges and premiums, in connection with each Loan Party's obligations under this Section 6.01(l).

(m) Fiscal Year. Cause the Fiscal Year of the Borrower and its Subsidiaries to end on December 31 of each calendar year.

(n) [Intentionally omitted].

(o) [Intentionally omitted].

(p) 2014 Turnaround. Provide to the Lenders semi-monthly (i.e., twice per month) reports in form and substance reasonably satisfactory to the Lenders setting forth all material developments with respect to the 2014 Turnaround and provide the Lenders such other information with respect thereto as any Lender may reasonably request.

Section 6.02 Negative Covenants. So long as any principal of or interest on any Loan or any other Obligation (whether or not due) shall remain unpaid, each Loan Party shall not, unless the Required Lenders shall otherwise consent in writing:

(a) Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien upon or with respect to any of its properties, whether now owned or hereafter acquired; file or suffer to exist under the Uniform Commercial Code or any similar law or statute of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign or suffer to exist any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof); sell any of its property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable) with recourse to it or any of its Subsidiaries or assign or otherwise transfer, or permit any of its Subsidiaries to assign or otherwise transfer, any account or other right to receive income; other than, as to all of the above, Permitted Liens.

(b) Indebtedness. Create, incur, assume, guarantee or suffer to exist, or otherwise become or remain liable with respect to, or permit any of its Subsidiaries to create, incur, assume, guarantee or suffer to exist or otherwise become or remain liable with respect to, any Indebtedness other than Permitted Indebtedness.

(c) Fundamental Changes; Dispositions. Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, or convey, sell, lease or sublease, transfer or otherwise dispose of, whether in one transaction or a series of related transactions, all or any part of its business, property or assets, whether now owned or hereafter acquired (or agree to do any of the foregoing), or purchase or otherwise acquire, whether in one transaction or a series of related transactions, all or substantially all of the assets of any Person (or any division thereof) (or agree to do any of the foregoing), or permit any of its Subsidiaries to do any of the foregoing; provided, however, that

(i) any wholly-owned Subsidiary Guarantor of any Loan Party (other than the Borrower) may be merged into such Loan Party or another wholly-owned Subsidiary Guarantor of such Loan Party, or may consolidate with another wholly-owned Subsidiary Guarantor of such Loan Party, including without limitation, mergers necessary to reorganize the Loan Parties in Delaware, so long as (A) no other provision of this Agreement would be violated thereby, (B) such Loan Party gives the Collateral Agent at least 30 days' prior written notice of such merger or consolidation, (C) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, (D) the Lenders' rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger or consolidation and (E) the surviving Subsidiary, if any, is joined as a Loan Party hereunder pursuant to a Joinder Agreement and a Security Agreement and the Capital Stock of which Subsidiary is the subject of a Security



	41

Agreement, in each case, which is in full force and effect on the date of and immediately after giving effect to such merger or consolidation;

(ii) any Loan Party and its Subsidiaries may:

(A) sell inventory in the ordinary course of business,

(B) sell inventory and Accounts Receivable in connection with the financing of its working capital (to the extent such Indebtedness is permitted hereunder), including all crude oil, refined petroleum products and other hydrocarbon inventory from time to time owned by Borrower or its Subsidiaries that is sold in accordance with the terms of the X. Xxxx Supply and Offtake Agreement,

(C) transfer personal property among Loan Parties, provided that, if the aggregate value of all such personal property so transferred since the Effective Date exceeds, or after giving effect to such transfer would exceed, $1,000,000, the Borrower shall provide to the Lenders at least ten Business Days' prior written notice of any such transfer of noncash Collateral and shall take all actions reasonably required by the Lenders (including, without limitation, any actions that would otherwise be required by Section 6.01(b) (as though such transferee were a new Subsidiary) and Section 6.01(l) (as though such transferred assets constituted after acquired property)) so that such transfer shall not adversely affect in any respect the creation, perfection or priority of the Collateral Agent's Liens therein,

(D) enter into a Disposition that constitutes a Restricted Payment permitted by Section 6.02(g) or a Permitted Investment,

(E) dispose of obsolete or worn-out equipment or equipment no longer useful in its business, in each case in the ordinary course of business,

(F) sell platinum to the consignor under the Platinum Consignment Agreement,

(G) sell or otherwise dispose of the MLP Subject Assets, the MLP Existing ROFO Assets and the MLP New ROFO Assets to the MLP or its subsidiaries in an aggregate amount not less than the greater of (x) the fair market value of such property or assets and (y) the Borrower's and its Subsidiaries' actual cost of acquisition or construction of such assets; provided that (1) at least 70% of the consideration of each such sale or Disposition pursuant to this clause (G) shall be in cash, (2) any non-cash consideration in respect of any such sale or Disposition pursuant to this clause (G) shall be in the form of either MLP Equity Interests or a senior promissory note, in form and substance reasonably satisfactory to the Collateral Agent, from the MLP or its subsidiaries (together with an endorsement or allonge, in form and substance reasonably satisfactory to the Collateral Agent), which MLP Equity Interests and promissory notes shall be pledged to the Collateral Agent and the Lenders pursuant to the Security Agreement, provided that non-cash consideration shall be permitted only if the cash portion of the consideration for such sale or Disposition exceeds the actual cost of such assets, (3) at least five Business Days prior to the date of completion of any sale or Disposition pursuant to this clause (G), the Borrower shall have delivered to the Lenders an officer's certificate of an Authorized Officer, which certificate shall contain (I) a description of the proposed transaction, the date such transaction is scheduled to be consummated, the estimated sale price or other consideration for such transaction, and (II) a certification that no Default or Event of Default has occurred and is continuing, or would result from the consummation of such transaction, and no Material Adverse Effect could reasonably be expected to result from such Disposition,



	42

(H) sell or otherwise dispose of the MLP Specified Sale Equity Interests so long as, both immediately prior to and after giving effect to such sale or disposition, no Default or Event of Default shall exist; provided, that any and all non-cash consideration received by the Borrower and its Subsidiaries in respect of such sale or disposition shall be immediately pledged to the Collateral Agent and the Lenders pursuant to the Security Agreement, and

(I) Dispositions not otherwise subject to the provisions set forth in clauses (A) through (H) above (including, without limitation, MLP Equity Interests, but excluding MLP Released Assets, MLP Specified Sale Equity Interests, MLP Subject Assets, MLP Existing ROFO Assets and MLP New ROFO Assets) for cash in an aggregate amount not less than the fair market value of such property or assets, provided that in the case of Dispositions pursuant to this clause (I), (1) the Net Cash Proceeds of such Dispositions (excluding the Disposition of the MLP Released Assets, MLP Subject Assets, MLP Existing ROFO Assets, MLP New ROFO Assets and MLP Specified Sale Equity Interests, which shall be covered by clauses (G) and (H) above) do not exceed $100,000,000 in the aggregate for all such Dispositions since the Original Effective Date, (2) such Net Cash Proceeds are paid to the Lenders to the extent required by the terms of Section 2.05(c)(i), (3) in the case of any Disposition involving consideration in excess of $5,000,000 (excluding Dispositions of MLP Equity Interests, which are covered in clause (4) below), at least five Business Days prior to the date of completion of such Disposition, the Borrower shall have delivered to the Lenders an officer's certificate of an Authorized Officer, which certificate shall contain (I) a description of the proposed transaction, the date such transaction is scheduled to be consummated, the estimated sale price or other consideration for such transaction, and (II) a certification that no Default or Event of Default has occurred and is continuing, or would result from the consummation of such transaction, and no Material Adverse Effect could reasonably be expected to result from such Disposition, or (4) in the case of any Dispositions of MLP Equity Interests (other than the MLP Specified Sale Equity Interests, which shall be covered by clause (H) above), at least ten Business Days prior to the date of completion of such Disposition, the Borrower shall have delivered to the Lenders an officer's certificate of an Authorized Officer, which certificate shall contain (I) a description of the proposed transaction, the date such transaction is scheduled to be consummated, the estimated sale price or other consideration for such transaction, (II) a certification that no Default or Event of Default has occurred and is continuing, or would result from the consummation of such transaction, and no Material Adverse Effect could reasonably be expected to result from such Disposition, and (III) a certification that, after giving effect to such Disposition, the Borrower will be in compliance with the financial covenant set forth in Section 6.03(a) on a pro forma basis using the most recently available financial covenant calculations under Section 6.03(a), including reasonably detailed calculations supporting such certification,

In no event shall clause (I) of Section 6.02(c)(ii) be construed to permit the sale or other disposition of the processing or other units of the crude oil refinery of the Borrower and its Subsidiaries located in El Dorado, Arkansas, including, without limitation, the assets required to operate such refinery and to refine the same types of products being refined prior to November 7, 2012 (collectively, the "El Dorado Refinery"); provided, that this sentence shall not restrict the sale of (x) the MLP Released Assets, the MLP Subject Assets, the MLP New ROFO Assets or the MLP Existing ROFO Assets, or (y) pipelines or storage terminals comprising a part of the El Dorado Refinery, subject to the other limitations of this Section 6.02(c)(ii); and

(iii) the Borrower or any Subsidiary may enter into a merger the sole purpose of which is to reincorporate or reorganize such Loan Party in the State of Delaware, so long as (A) no other provision of this Agreement would be violated thereby, (B) such Loan Party gives the Lenders at least 30 days' prior written notice of such merger or consolidation, (C) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, (D) the Lenders' rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger, (E) if such merger involves the Borrower, the Borrower shall be the surviving entity, (F) if such merger involves the Borrower, the Required Lenders shall have consented to such merger, and (G) the surviving Subsidiary, if any, is



	43

joined as a Loan Party hereunder pursuant to a Joinder Agreement and a Security Agreement and the Capital Stock of which Subsidiary is the subject of a Security Agreement, in each case, which is in full force and effect on the date of and immediately after giving effect to such merger.

(d) Change in Nature of Business. Make, or permit any of its Subsidiaries to make, any change in the nature of its business as described in Section 5.01(l).

(e) Loans, Advances, Investments, Etc. Make or commit or agree to make any loan, advance, guarantee of obligations, other extension of credit or capital contributions to, or hold or invest in or commit or agree to hold or invest in, or purchase or otherwise acquire or commit or agree to purchase or otherwise acquire any shares of the Capital Stock, bonds, notes, debentures or other securities of, or make or commit or agree to make any other investment in, any other Person, or purchase or own any futures contract or otherwise become liable for the purchase or sale of currency or other commodities at a future date in the nature of a futures contract, or permit any of its Subsidiaries to do any of the foregoing, except for: (i) investments existing on the Original Effective Date, as set forth on Schedule 6.02(e) hereto, but not any increase in the amount thereof as set forth in such Schedule or any other modification of the terms thereof, (ii) loans and advances to any Loan Party, made in the ordinary course of business, (iii) investments in any Loan Party; (iv) trade credit extended on usual and customary terms in the ordinary course of business, (v) (A) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business, and (B) loans and advances to employees made in the ordinary course of business in compliance with applicable laws and consistent with past practices of the Borrower or its Subsidiaries, as the case may be, provided that the aggregate amount of such loans and advances do not exceed $500,000 at any one time outstanding, (vi) stock, obligations or other securities received in settlement of amounts due to any Loan Party or any of its Subsidiaries effected in the ordinary course of business or owing to any Loan Party or any of its Subsidiaries as a result of Insolvency Proceedings involving an account debtor or upon the foreclosure or enforcement of any Lien in favor of any Loan Party or any of its Subsidiaries, (vii) investments resulting from Hedging Agreements entered into in the ordinary course of business, other than for speculative purposes, (viii) Permitted Investments, (ix) investments consisting of MLP Equity Interests issued by the MLP to the Borrower made (I) on November 7, 2012 or (II) in connection with a Disposition permitted under Section 6.02(c)(ii)(G), and dividends and distributions with respect thereto, provided that the Collateral Agent shall at all times have a perfected, first priority security interest in and Lien on any MLP Equity Interests, and (x) investments consisting of promissory notes issued by the MLP or its subsidiaries to the Borrower in connection with a Disposition permitted under Section 6.02(c)(ii)(G), provided that the Collateral Agent shall at all times have a perfected, first priority security interest in and Lien on any such promissory notes.

(f) Growth Capital Expenditures. Make or commit or agree to make, or permit any of its Subsidiaries to make or commit or agree to make, any Growth Capital Expenditure (by purchase or Capitalized Lease) that would cause the aggregate amount of all Growth Capital Expenditures made by the Loan Parties and their Subsidiaries to exceed $15,000,000 in any Fiscal Year (the "Growth Capital Expenditure Limitation"); provided, that, from and after the Original Effective Date, if at the end of any Fiscal Year, the Growth Capital Expenditure Limitation for such Fiscal Year exceeds the aggregate amount of Growth Capital Expenditures made or incurred by the Borrower and its Subsidiaries during such Fiscal Year (the amount of such excess being referred to herein as the "Excess Amount"), then the Excess Amount may be carried forward to the next succeeding Fiscal Year, it being understood that any unused Excess Amounts may be carried forward (to the extent not used) to succeeding Fiscal Years without limitation.

(g) Restricted Payments. (i) Declare or pay any dividend or other distribution, direct or indirect, on account of any Capital Stock of any Loan Party or any of its Subsidiaries, now or hereafter outstanding, (ii) make any repurchase, redemption, retirement, defeasance, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Capital Stock of any Loan Party or any direct or indirect parent of any Loan Party, now or hereafter outstanding, (iii) make any payment to retire, or to obtain the surrender of, any outstanding warrants, options or other rights for the purchase or acquisition of shares of any class of Capital Stock of any Loan Party, now or hereafter outstanding, (iv) return any Capital Stock to any shareholders or other equity holders of any Loan Party or any of its Subsidiaries, or make any other distribution of property, assets, shares of Capital Stock, warrants, rights, options, obligations or securities thereto as such or (v) pay any management fees or



	44

any other fees or expenses (including the reimbursement thereof by any Loan Party or any of its Subsidiaries) pursuant to any management, consulting or other similar agreement to any of the shareholders or other equityholders of any Loan Party or any of its Subsidiaries or other Affiliates, or to any other Subsidiaries or Affiliates of any Loan Party; provided, however, that:

(A) any Subsidiary of the Borrower may pay dividends to the Borrower or to another Subsidiary that is a Loan Party;

(B) subject in each case to the last paragraph of this Section 6.02(g), the Borrower may pay dividends out of ordinary net earnings of the Borrower and its Subsidiaries from time to time in the ordinary course of business, provided that (x) until 50% of the principal of the Term Loan outstanding on the Effective Date (after giving effect to the Transactions) has been repaid or prepaid, (i) during the Fiscal Year ending December 31, 2014, the Borrower may pay dividends in an amount not to exceed 50% of ordinary net earnings of the Borrower and its Subsidiaries for the Fiscal Year ended December 31, 2013 (as shown on the annual financial statements provided to the Lenders pursuant to Section 6.01(a)(ii) for the Fiscal Year ended December 31, 2013), and (ii) on and after April 1, 2014, in an aggregate amount not to exceed 50% of ordinary net earnings of the Borrower and its Subsidiaries for the immediately preceding fiscal quarter of the Borrower and its Subsidiaries (as shown on the most recently delivered quarterly financial statements provided to Lenders pursuant to Section 6.01(a)(i)), provided that if, upon delivery of the audited financial statements required to be delivered under Section 6.01(a)(ii), the results set forth in such financial statements demonstrate that the aggregate amount of dividends paid by the Borrower under this clause (B)(x)(ii) in respect of any Fiscal Year exceeded 50% of the ordinary net earnings of the Borrower and its Subsidiaries for such Fiscal Year, then the Borrower shall cause the Parent to make a cash equity contribution to the Borrower in an amount equal to the amount of such excess (the "Reinvestment Requirement") within 10 Business Days of the delivery of such audited financial statements or (y) after more than 50% of the original principal of the Term Loan outstanding on the Effective Date (after giving effect to the Transactions) has been repaid or prepaid, in any Fiscal Year the Borrower may pay dividends out of retained earnings of the Borrower and its Subsidiaries (as shown on the most recently delivered quarterly or annual financial statements as may be provided to Lenders pursuant to Section 6.01(a)(i) or (ii)) from time to time, in the ordinary course of its business;

(C) the Borrower may pay management fees to the Parent or any of its Affiliates in an aggregate amount not to exceed $2,500,000 in any calendar year, so long as both immediately before and after giving effect to such payment, no Default or Event of Default shall exist;

(D) the Borrower may make payments to purchase or redeem its Capital Stock held by current or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates) of Borrower and any of its Subsidiaries, upon their death, disability, retirement, severance or termination of employment or service; provided, that (I) the aggregate amount of such payments made pursuant to this subclause (D) during any Fiscal Year shall not exceed $1,000,000, and (II) both immediately before and after giving effect to such payment, no Default or Event of Default shall exist;

(E) the Borrower may pay dividends or make distributions to the Parent for the sole purpose of permitting the Parent to pay federal and state income taxes and franchise taxes solely arising from any Parent Consolidated Tax Return (such payments, "Tax Distributions"); provided that the aggregate amount of such Tax Distributions shall under no circumstances exceed the amount that the Loan Parties would have been obligated to pay if the Borrower were the common parent of a consolidated tax group comprised of the Borrower and each of its Subsidiaries and filed a separate consolidated tax return, taking into account any carryovers and carrybacks of tax attributes (including net operating losses) of such Loan Parties; provided further that no distribution shall be made more than ten (10) Business Days prior to the due date of the amounts to the applicable taxing authorities;

(F) to the extent such payments are otherwise prohibited under clause (v) of this Section 6.02(g), the Borrower may make payments in accordance with the transactions provided for in the MLP Primary Commercial Agreements.



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Notwithstanding anything herein to the contrary, in the case of any payments pursuant clauses to clause (B) above, (1) the Lenders shall have received at least ten Business Days' prior written notice, which shall include a certification as to the succeeding clause (2), and (2) both immediately before and after giving effect to such payment, no Default or Event of Default shall exist.

(h) Federal Reserve Regulations. Permit any Loan or the proceeds of any Loan under this Agreement to be used for any purpose that would cause such Loan to be a margin loan under the provisions of Regulation T, U or X of the Board.

(i) Transactions with Affiliates. Enter into, renew, extend or be a party to, or permit any of its Subsidiaries to enter into, renew, extend or be a party to, any transaction or series of related transactions (including, without limitation, the purchase, sale, lease, transfer or exchange of property or assets of any kind or the rendering of services of any kind) with any Affiliate, except (i) in the ordinary course of business in a manner and to an extent consistent with past practice and necessary or desirable for the prudent operation of its business, for fair consideration and on terms no less favorable to it or its Subsidiaries than would be obtainable in a comparable arm's length transaction with a Person that is not an Affiliate thereof, (ii) transactions with another Loan Party, (iii) transactions permitted by Section 6.02(e) and Section 6.02(g) (excluding subsection (F) of Section 6.02(g)), (iv) the sale of inventory and Accounts Receivables to a Special Purpose Subsidiary of the Borrower formed and used in a Permitted Securitization Transaction for the purpose of financing working capital of the Loan Parties, or (v) the transactions provided for in the MLP Primary Commercial Agreements or in connection with the MLP Released Assets or the MLP Existing ROFO Assets, so long as such transactions are necessary or desirable for the prudent operation of its business, for fair consideration and on terms no less favorable than what would be available to the Borrower or its Subsidiaries from an unaffiliated third party on an arms-length basis.

(j) Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Capital Stock of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 6.02(j) shall prohibit or restrict compliance with: (A) this Agreement and the other Loan Documents; (B) any agreements in effect on the Original Effective Date and described on Schedule 7.02(k); (C) any Requirement of Law; (D) in the case of clause (iv) any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is a lease, license (including any intellectual property license), conveyance or contract of similar property or assets; or (E) in the case of clause (iv) any agreement, instrument or other document evidencing a Permitted Lien from restricting on customary terms the transfer of any property or assets subject thereto (it being understood that the MLP and its subsidiaries are not Subsidiaries for the purposes of this subclause (j)).

(k) Limitation on Issuance of Capital Stock. Issue or sell or enter into any agreement or arrangement for the issuance and sale by the Borrower of any Disqualified Stock or any other shares of its Capital Stock, any securities convertible into or exchangeable for its Capital Stock or any warrants, except to the extent such issuance or sale would not result in a Change of Control, or permit any of its Subsidiaries to issue or sell or enter into any agreement or arrangement for the issuance and sale of, any shares of its Capital Stock, any securities convertible into or exchangeable for its Capital Stock or any warrants. Notwithstanding the foregoing, any Capital Stock of the Borrower issued to the Parent or any Affiliate thereof shall be pledged to the Collateral Agent and the Lenders pursuant to the Pledge Agreement.

(l) Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc.

(i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries' Subordinated



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Indebtedness (other than the Subordinated Borrower Indebtedness) or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, would increase the interest rate applicable to such Indebtedness, would change any subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Subordinated Indebtedness in any respect,

(ii) (A) except to the extent permitted by the terms of the Subordination Agreement, amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of the Subordinated Borrower Note (as in effect on the Original Effective Date); or (B) make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Subordinated Indebtedness, including any payments or prepayments of principal (including through any redemption, purchase, defeasance, acquisition, or retirement thereof), premium, fees or interest in respect thereof in violation of the subordination provisions thereof or any subordination agreement with respect thereto; provided that the Borrower may make such payments or prepayments of principal in respect of the Subordinated Borrower Indebtedness to the extent expressly permitted by the Subordination Agreement to which the Borrower is a party.

(iii) make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries' Subordinated Indebtedness (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Subordinated Indebtedness for any such Subordinated Indebtedness (except to the extent such Indebtedness is otherwise expressly permitted by the definition of "Permitted Indebtedness"), or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing,

(iv) amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except that a Loan Party may (A) change its name, jurisdiction of organization, organizational identification number or FEIN in connection with a transaction permitted by Section 6.02(c) and (B) change its name upon at least 30 days' prior written notice by the Borrower to the Lenders of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected the Liens of the Collateral Agent,

(v) amend, modify or otherwise change its Governing Documents, including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Capital Stock (including any shareholders' agreement), or enter into any new agreement with respect to any of its Capital Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iv) that either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect,

(vi) [intentionally omitted],

(vii) (A) amend, modify or otherwise change any MLP Document, or enter into any new agreement with respect to the MLP, except in the ordinary course of business and on terms no less favorable to the Borrower and its Subsidiaries than would be obtainable in a comparable arm's length transaction with a Person that is not an Affiliate thereof, and any other amendments, modifications or changes or any such new agreements that either individually or in the aggregate could not reasonably be expected to be adverse in any material respect to the Lenders or (B) amend, modify or otherwise change the MLP Partnership Agreement, except any such amendments, modifications or changes that either individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or



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(vii) amend, modify or otherwise change the Platinum Consignment Agreement to increase the Indebtedness thereunder to more than $17,500,000 or in any manner which is adverse to the Lenders in any material respect.

(m) Investment Company Act of 1940. Engage in any business, enter into any transaction, use any securities or take any other action or permit any of its Subsidiaries to do any of the foregoing, that would cause it or any of its Subsidiaries to become subject to the registration requirements of the Investment Company Act of 1940, as amended, by virtue of being an "investment company" or a company "controlled" by an "investment company" not entitled to an exemption within the meaning of such Act.

(n) ERISA. (i) Engage, or permit any ERISA Affiliate to engage, in any transaction described in Section 4069 of ERISA; (ii) engage, or permit any ERISA Affiliate to engage, in any prohibited transaction described in Section 406 of ERISA or 4975 of the Internal Revenue Code for which a statutory or class exemption is not available or a private exemption has not previously been obtained from the U.S. Department of Labor; (iii) adopt or permit any ERISA Affiliate to adopt any employee welfare benefit plan within the meaning of Section 3(1) of ERISA which provides benefits to employees after termination of employment other than as required by Section 601 of ERISA or applicable law; (iv) fail to make any contribution or payment to any Multiemployer Plan which it or any ERISA Affiliate may be required to make under any agreement relating to such Multiemployer Plan, or any law pertaining thereto; or (v) fail, or permit any ERISA Affiliate to fail, to pay any required installment or any other payment required under Section 412 of the Internal Revenue Code on or before the due date for such installment or other payment.

Section 6.03 Financial Covenant.

(a) So long as any principal of or interest on any Loan or any other Obligation (whether or not due) shall remain unpaid, on the date the Borrower and the Lenders receive an Appraisal with respect to the Specified Fixed Asset Collateral, the Borrower will not permit (i) (A) the aggregate principal amount of the Term Loan outstanding at any time less (B) the Unrestricted Cash of the Borrower and its Subsidiaries to exceed (ii) 75% of the Appraised Value of the Specified Fixed Asset Collateral (the "Loan to Value Requirement").

(b) If the Borrower fails to comply with the Loan to Value Requirement, until the 60th day immediately following the date the Borrower and the Lenders receive an Appraisal with respect to the Specified Fixed Asset Collateral, the Borrower shall have the right to issue Permitted Borrower Cure Security for cash or otherwise receive cash contributions to the capital of the Borrower (the "Borrower Equity Cure Right").

(c) So long as any principal of or interest on any Loan or any other Obligation (whether or not due) shall remain unpaid, the Borrower will (i) not declare or pay any dividend or other distribution, direct or indirect, on account of any Permitted Borrower Cure Security, now or hereafter outstanding, (ii) not make any repurchase, redemption, retirement, defeasance, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Permitted Borrower Cure Security, and (iii) not make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Permitted Borrower Cure Security constituting Subordinated Indebtedness, including any payments or prepayments of principal (including through any redemption, purchase, defeasance, acquisition, or retirement thereof), premium, fees or interest in respect thereof in violation of the subordination provisions thereof or any subordination agreement with respect thereto, except in each case to the extent (A) the Lenders shall have received a new Appraisal since the Appraisal giving rise to the issuance of such Permitted Borrower Cure Security, (B) immediately after the payment otherwise restricted by this subsection (c), the Borrower would be in compliance with Section 6.03(a), (C) the Lenders receive at least ten Business Days prior written notice of such payment, which shall include a certification as to clauses (B) and (D), and (D) both immediately before and after giving effect to such payment, no Default or Event of Default shall exist.



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ARTICLE VII

EVENTS OF DEFAULT

Section 7.01 Events of Default. If any of the following Events of Default shall occur and be continuing:

(a) the Borrower shall fail to pay (i) any principal of any Loan or any fee, indemnity or other amount payable under this Agreement or any other Loan Document when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) or (ii) any interest on any Loan or any fee, indemnity or other amount payable under this Agreement or any other Loan Document when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and in the case of this clause (ii) such failure continues for 3 Business Days;

(b) any representation or warranty made or deemed made by or on behalf of any Credit Party or by any officer of the foregoing under or in connection with any Loan Document or under or in connection with any report, certificate, or other document delivered to the Collateral Agent or any Lender pursuant to any Loan Document;

(c) (i) any Loan Party shall fail to perform or comply with any covenant or agreement contained in Section 6.01(a)(vi), Section 6.01(d)(i), Section 6.01(o), Section 6.02 or Section 6.03, (ii) any Loan Party shall fail to perform or comply with any covenant or agreement contained in any Security Agreement to which it is a party, any Pledge Agreement to which it is a party or any Mortgage to which it is a party, in each case subject to applicable grace or cure periods, if any, or (iii) the Parent shall fail to perform or comply with any covenant or agreement contained in any Loan Document to which it is a party, in each case subject to applicable grace or cure periods, if any;

(d) any Credit Party shall fail to perform or comply with any other term, covenant or agreement contained in any Loan Document to be performed or observed by it and, except as set forth in subsections (a), (b) and (c) of this Section 7.01, such failure, if capable of being remedied, shall remain unremedied for 30 days after the earlier of the date a senior officer of any Credit Party becomes aware of such failure and the date written notice of such default shall have been given by any Lender to such Credit Party;

(e) the Borrower or any of its Subsidiaries shall (i) default in making any payment of any principal of any Indebtedness (including, without limitation, any Contingent Obligation, but excluding the Term Loan) on the scheduled or original due date with respect thereto beyond the period of grace, if any, in the instrument or agreement under which such Indebtedness was created; or (ii) default in making any payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or to become subject to a mandatory offer to purchase by the obligor thereunder or (in the case of any such Indebtedness constituting a Contingent Obligation) to become payable; provided that a default, event or condition described in clause (i), (ii) or (iii) of this paragraph (e) shall not at any time constitute an Event of Default unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing with respect to Indebtedness the outstanding principal amount of which exceeds in the aggregate $10,000,000; or

(f) the Parent or any of its Subsidiaries (other than the Borrower or any of its Subsidiaries) shall (i) default in making any payment of any principal of any Indebtedness (including, without limitation, any Contingent Obligation, but excluding the Parent Guaranty) on the scheduled or original due date with respect thereto beyond the period of grace, if any, in the instrument or agreement under which such Indebtedness was created; or (ii) default in making any payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (iii) default in the



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observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause or result in such Indebtedness to become due prior to its stated maturity or to become subject to a mandatory offer to purchase by the obligor thereunder or (in the case of any such Indebtedness constituting a Contingent Obligation) to become payable; provided that a default, event or condition described in clause (i), (ii) or (iii) of this paragraph (f) shall not at any time constitute an Event of Default unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (f) shall have occurred and be continuing with respect to Indebtedness the outstanding principal amount of which exceeds in the aggregate $10,000,000; or

(g) the Parent or any of its Subsidiaries (i) shall institute any proceeding or voluntary case seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for any such Person or for any substantial part of its property, (ii) shall be generally not paying its debts as such debts become due or shall admit in writing its inability to pay its debts generally, (iii) shall make a general assignment for the benefit of creditors, or (iv) shall take any action to authorize or effect any of the actions set forth above in this subsection (g);

(h) any proceeding shall be instituted against the Parent or any of its Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for any such Person or for any substantial part of its property, and either such proceeding shall remain undismissed or unstayed for a period of 60 days or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against any such Person or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property) shall occur;

(i) any provision of any Loan Document shall at any time for any reason (other than pursuant to the express terms thereof) cease to be valid and binding on or enforceable against any Credit Party intended to be a party thereto, or the validity or enforceability thereof shall be contested by any party thereto, or a proceeding shall be commenced by any Credit Party or any Governmental Authority having jurisdiction over any of them, seeking to establish the invalidity or unenforceability thereof, or any Credit Party shall deny in writing that it has any liability or obligation purported to be created under any Loan Document;

(j) any Security Agreement, any Pledge Agreement, any Mortgage or any other security document, after delivery thereof pursuant hereto, shall for any reason fail or cease to create a valid and perfected and, except to the extent permitted by the terms hereof or thereof, first priority Lien in favor of the Collateral Agent for the benefit of the Lenders on any Collateral purported to be covered thereby;

(k) (k) one or more judgments, orders or awards (or any settlement of any claim that, if breached, could result in a judgment, order or award) for the payment of money exceeding $5,000,000 (or, in the case of the MLP and its subsidiaries, $20,000,000) in the aggregate shall be rendered against the Parent or any of its Subsidiaries or against the MLP or any of its subsidiaries and remain unsatisfied and either (i) enforcement proceedings shall have been commenced by any creditor upon any such judgment, order, award or settlement, or (ii) there shall be a period of 10 consecutive days after entry thereof during which a stay of enforcement of any such judgment, order, award or settlement, by reason of a pending appeal or otherwise, shall not be in effect; provided, however, that any such judgment, order, award or settlement shall not give rise to an Event of Default under this subsection (k) if and for so long as (A) the amount of such judgment, order, award or settlement is covered by a valid and binding policy of insurance between the defendant and the insurer covering full payment thereof (subject to deductibles) and (B) such insurer has been notified, and has not disputed the claim made for payment, of the amount of such judgment, order, award or settlement;



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(l) any Credit Party or any of its ERISA Affiliates shall have made a complete or partial withdrawal from a Multiemployer Plan, and, as a result of such complete or partial withdrawal, any Credit Party or any of its ERISA Affiliates incurs a withdrawal liability in an annual amount exceeding $5,000,000; or a Multiemployer Plan enters reorganization status under Section 4241 of ERISA, and, as a result thereof any Credit Party's or any of its ERISA Affiliates' annual contribution requirements with respect to such Multiemployer Plan increases in an annual amount exceeding $5,000,000;

(m) any Termination Event with respect to any Employee Plan shall have occurred, and, 30 days after notice thereof shall have been given to any Credit Party by the Required Lenders, (i) such Termination Event (if correctable) shall not have been corrected, and (ii) the then current value of such Employee Plan's vested benefits exceeds the then current value of assets allocable to such benefits in such Employee Plan by more than $5,000,000 (or, in the case of a Termination Event involving liability under Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section 4971 or 4975 of the Internal Revenue Code, the liability is in excess of such amount);

(n) the Parent or any of its Subsidiaries shall be liable for any Environmental Liabilities and Costs the payment of which could reasonably be expected to have a Material Adverse Effect;

(o) a Change of Control shall have occurred; or

(p) any "Event of Default" (or any comparable term) shall have occurred under the Seller Note, or the Subordinated Borrower Note;

then, and in any such event, the Required Lenders may, by notice to the Borrower, (i) declare all or any portion of the Loans then outstanding to be due and payable, whereupon all or such portion of the aggregate principal of all Loans, all accrued and unpaid interest thereon, all fees and all other amounts payable under this Agreement and the other Loan Documents shall become due and payable immediately, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each Loan Party and (ii) exercise any and all of its other rights and remedies under applicable law, hereunder and under the other Loan Documents; provided, however, that upon the occurrence of any Event of Default described in subsection (g) or (h) of this Section 7.01 with respect to any Loan Party, without any notice to any Loan Party or any other Person or any act by the Collateral Agent or any Lender, all Loans then outstanding, together with all accrued and unpaid interest thereon, all fees and all other amounts due under this Agreement and the other Loan Documents shall become due and payable automatically and immediately, without presentment, demand, protest or notice of any kind, all of which are expressly waived by each Loan Party.

ARTICLE III

COLLATERAL AGENT

Section 8.01 Appointment. Each Lender (and each subsequent maker of any Loan by its making thereof) hereby irrevocably appoints and authorizes the Collateral Agent to perform the duties of the Collateral Agent as set forth in this Agreement including: (i) to execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to this Agreement or any other Loan Document; (ii) to perform, exercise, and enforce any and all other rights and remedies of the Lenders with respect to the Loan Parties, the Obligations, or otherwise related to any of same to the extent reasonably incidental to the exercise by the Collateral Agent of the rights and remedies specifically authorized to be exercised by the Collateral Agent by the terms of this Agreement or any other Loan Document; (iii) to incur and pay such fees necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to this Agreement or any other Loan Document (it being understood that nothing contained herein shall require the Collateral Agent to incur or pay such fees); and (iv) subject to Section 8.03 of this Agreement, to take such action as the Collateral Agent deems appropriate on its behalf to administer the Loans and the Loan Documents and to exercise such other powers delegated to the Collateral Agent by the terms hereof or the other Loan Documents (including, without limitation, the power to give or to refuse to give notices,



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waivers, consents, approvals and instructions and the power to make or to refuse to make determinations and calculations) together with such powers as are reasonably incidental thereto to carry out the purposes hereof and thereof. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including, without limitation, enforcement or collection of the Loans), the Collateral Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions of the Required Lenders shall be binding upon all Lenders and all makers of Loans; provided, however, that the Collateral Agent shall not be required to take any action which, in the reasonable opinion of the Collateral Agent, exposes the Collateral Agent to liability or which is contrary to this Agreement or any other Loan Document or applicable law.

Section 8.02 Nature of Duties. (a) The Collateral Agent shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Collateral Agent shall be mechanical and administrative in nature. The Collateral Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other Loan Document, express or implied, is intended to or shall be construed to impose upon the Collateral Agent any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties in connection with the making and the continuance of the Loans hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties and the value of the Collateral, and the Collateral Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their possession before the initial Loan hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, the Collateral Agent shall provide to such Lender any documents or reports delivered to the Collateral Agent by the Loan Parties pursuant to the terms of this Agreement or any other Loan Document. If the Collateral Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking any action hereunder, the Collateral Agent shall send notice thereof to each Lender. The Collateral Agent shall promptly notify each Lender any time that the Required Lenders have instructed the Collateral Agent to act or refrain from acting pursuant hereto.

(b) The Collateral Agent may, upon any term or condition it specifies, delegate or exercise any of its rights, powers and remedies under, and delegate or perform any of its duties or any other action with respect to, any Loan Document by or through any trustee, co-agent, employee, attorney-in-fact and any other Person (including any Lender). Any such Person shall benefit from this Article VIII to the extent provided by the Collateral Agent.

Section 8.03 Rights, Exculpation, Etc. The Collateral Agent and its directors, officers, agents or employees shall not be liable for any action taken or omitted to be taken by them under or in connection with this Agreement or the other Loan Documents, except for their own gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction. Without limiting the generality of the foregoing, the Collateral Agent (i) may treat the payee of any Loan as the owner thereof until the Collateral Agent receives written notice of the assignment or transfer thereof, pursuant to Section 10.07 hereof, signed by such payee and in form satisfactory to the Collateral Agent; (ii) may consult with legal counsel (including, without limitation, counsel to the Collateral Agent or counsel to the Loan Parties), independent public accountants, and other experts selected by any of them and shall not be liable for any action taken or omitted to be taken in good faith by any of them in accordance with the advice of such counsel or experts; (iii) make no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, certificates, warranties or representations made in or in connection with this Agreement or the other Loan Documents; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the other Loan Documents on the part of any Person, the existence or possible existence of any Default or Event of Default, or to inspect the Collateral or other property (including, without limitation, the books and records) of any Person; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; and (vi) shall not be deemed to have made any representation or warranty regarding the existence, value or collectibility of the Collateral, the existence, priority or perfection of the Collateral Agent's Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. The Collateral Agent shall not be



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liable for any apportionment or distribution of payments made in good faith pursuant to Section 3.03, and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Lender to whom payment was due but not made, shall be to recover from other Lenders any payment in excess of the amount which they are determined to be entitled. The Collateral Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents the Collateral Agent are permitted or required to take or to grant, and if such instructions are promptly requested, the Agents shall be absolutely entitled to refrain from taking any action or to withhold any approval under any of the Loan Documents until they shall have received such instructions from the Required Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Collateral Agent as a result of the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Required Lenders.

Section 8.04 Reliance. The Collateral Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining to this Agreement or any of the other Loan Documents and its duties hereunder or thereunder, upon advice of counsel selected by it.

Section 8.05 Indemnification. To the extent that the Collateral Agent is not reimbursed and indemnified by any Loan Party, the Lenders will reimburse and indemnify the Collateral Agent from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, advances or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Collateral Agent in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by the Collateral Agent under this Agreement or any of the other Loan Documents, in proportion to each Lender's Pro Rata Share, including, without limitation, advances and disbursements made pursuant to Section 8.08; provided, however, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, advances or disbursements for which there has been a final judicial determination that such liability resulted from the Collateral Agent's gross negligence or willful misconduct. The obligations of the Lenders under this Section 8.05 shall survive the payment in full of the Loans and the termination of this Agreement.

Section 8.06 Agents Individually. With respect to its Pro Rata Share of the Total Term Loan Commitment hereunder and the Loans made by it, the Collateral Agent shall have and may exercise the same rights and powers hereunder and is subject to the same obligations and liabilities as and to the extent set forth herein for any other Lender or maker of a Loan. The terms "Lenders" or "Required Lenders" or any similar terms shall, unless the context clearly otherwise indicates, include the Collateral Agent in its individual capacity as a Lender or one of the Required Lenders. The Collateral Agent and its Affiliates may accept deposits from, lend money to, and generally engage in any kind of banking, trust or other business with the Borrower as if it were not acting as the Collateral Agent pursuant hereto without any duty to account to the other Lenders.

Section 8.07 Successor Agent. (a) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Loan Documents at any time by giving at least thirty (30) days' prior written notice to the Borrower and each Lender. Such resignation shall take effect upon the acceptance by a successor Collateral Agent of appointment pursuant to clauses (b) and (c) below or as otherwise provided below.

(b) Upon any such notice of resignation, the Required Lenders shall appoint a successor Collateral Agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. After the Collateral Agent's resignation hereunder as the Collateral Agent, the provisions of this ARTICLE VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Collateral Agent under this Agreement and the other Loan Documents.



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(c) If a successor Collateral Agent shall not have been so appointed within said thirty (30) day period, the retiring Collateral Agent shall then appoint a successor Collateral Agent who shall serve as the Collateral Agent until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided above.

Section 8.08 Collateral Matters.

(a) The Lenders hereby irrevocably authorize the Collateral Agent, at the direction of the Required Lenders, to release any Lien granted to or held by the Collateral Agent upon any Collateral upon payment and satisfaction of all Loans and all other Obligations in accordance with the terms hereof; or constituting property being sold or disposed of in compliance with the terms of this Agreement and the other Loan Documents; or constituting property in which the Loan Parties owned no interest at the time the Lien was granted or at any time thereafter; or if approved, authorized or ratified in writing by the Lenders. Upon request by the Collateral Agent at any time, the Lenders will confirm in writing the Collateral Agent's authority to release particular types or items of Collateral pursuant to this Section 8.08(a).

(b) Without in any manner limiting the Collateral Agent's authority to act without any specific or further authorization or consent by the Lenders (as set forth in Section 8.08(a)), each Lender agrees to confirm in writing, upon request by the Collateral Agent, the authority to release Collateral conferred upon the Collateral Agent under Section 8.08(a). Upon receipt by the Collateral Agent of confirmation from the Lenders of its authority to release any particular item or types of Collateral, and upon prior written request by any Loan Party, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Collateral Agent for the benefit of the Lenders upon such Collateral; provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent's opinion, would expose the Collateral Agent to liability or create any obligations or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Lien upon (or obligations of any Loan Party in respect of) all interests in the Collateral retained by any Loan Party.

(c) The Collateral Agent shall have no obligation whatsoever to any Lender to assure that the Collateral exists or is owned by the Loan Parties or is cared for, protected or insured or has been encumbered or that the Lien granted to the Collateral Agent pursuant to this Agreement or any other Loan Document has been properly or sufficiently or lawfully created, perfected, protected or enforced or is entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 8.08 or in any other Loan Document, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent's own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to any other Lender, except as otherwise provided herein.

Section 8.09 Agency for Perfection. The Collateral Agent and each Lender hereby appoints each other Lender as agent and bailee for the purpose of perfecting the security interests in and liens upon the Collateral in assets which, in accordance with Article 9 of the Uniform Commercial Code, can be perfected only by possession or control (or where the security interest of a secured party with possession or control has priority over the security interest of another secured party) and the Collateral Agent and each Lender hereby acknowledges that it holds possession of or otherwise controls any such Collateral for the benefit of the Collateral Agent and the Lenders as secured party. Should any Lender obtain possession or control of any such Collateral, such Lender shall notify the Collateral Agent thereof, and, promptly upon the Collateral Agent's request therefor shall deliver such Collateral to the Collateral Agent or in accordance with the Collateral Agent's instructions. In addition, the Collateral Agent shall also have the power and authority hereunder to appoint such other sub-agents as may be necessary or required under applicable state law or otherwise to perform its duties and enforce its rights with respect to the Collateral and under the Loan Documents. Each Loan Party by its execution and delivery of this Agreement hereby consents to the foregoing.



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ARTICLE IX

GUARANTY

Section 9.01 Guaranty. Each Subsidiary Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the "Guaranteed Obligations"), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Collateral Agent and the Lenders in enforcing any rights under the guaranty set forth in this ARTICLE IX. Without limiting the generality of the foregoing, each Subsidiary Guarantor's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Collateral Agent and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower.

Section 9.02 Guaranty Absolute. Each Subsidiary Guarantor jointly and severally guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent and the Lenders with respect thereto. Each Subsidiary Guarantor agrees that this ARTICLE IX constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be made by the Collateral Agent or any Lender to any Collateral. The obligations of each Subsidiary Guarantor under this ARTICLE IX are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against each Subsidiary Guarantor to enforce such obligations, irrespective of whether any action is brought against any Loan Party or whether any Loan Party is joined in any such action or actions. The liability of each Subsidiary Guarantor under this ARTICLE IX shall be irrevocable, absolute and unconditional irrespective of, and each Subsidiary Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following:

(a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto;

(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or otherwise;

(c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations;

(d) the existence of any claim, set-off, defense or other right that any Subsidiary Guarantor may have at any time against any Person, including, without limitation, the Collateral Agent or any Lender;

(e) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Loan Party; or

(f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety.



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This ARTICLE IX shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Collateral Agent, the Lenders or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made.

Section 9.03 Waiver. Each Subsidiary Guarantor hereby waives (i) promptness and diligence, (ii) notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this ARTICLE IX and any requirement that the Collateral Agent or the Lenders exhaust any right or take any action against any Loan Party, any other Person or any Collateral, (iii) any right to compel or direct the Collateral Agent or any Lender to seek payment or recovery of any amounts owed under this ARTICLE XI from any one particular fund or source or to exhaust any right or take any action against any other Loan Party, any other Person or any Collateral, (iv) any requirement that the Collateral Agent or any Lender protect, secure, perfect or insure any security interest or Lien on any property subject thereto or exhaust any right to take any action against any Loan Party, any other Person or any Collateral, and (v) any other defense available to any Subsidiary Guarantor. Each Subsidiary Guarantor agrees that the Collateral Agent and the Lenders shall have no obligation to marshal any assets in favor of any Subsidiary Guarantor or against, or in payment of, any or all of the Obligations. Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated herein and that the waiver set forth in this Section 9.03 is knowingly made in contemplation of such benefits. Each Subsidiary Guarantor hereby waives any right to revoke this ARTICLE IX, and acknowledges that this ARTICLE IX is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.

Section 9.04 Continuing Guaranty; Assignments. This ARTICLE IX is a continuing guaranty and shall (a) remain in full force and effect until the later of the cash payment in full of the Guaranteed Obligations (other than indemnification obligations as to which no claim has been made) and all other amounts payable under this ARTICLE IX and the Final Maturity Date, (b) be binding upon each Subsidiary Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Collateral Agent and the Lenders and their successors, pledgees, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Lender may pledge, assign or otherwise transfer all or any portion of its rights and obligations under this Agreement (including, without limitation, all or any portion of its Commitments and its Loans owing to it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted such Lender herein or otherwise, in each case as provided in Section 10.07.

Section 9.05 Subrogation. No Subsidiary Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Subsidiary Guarantor's obligations under this ARTICLE IX, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Collateral Agent and the Lenders against any Loan Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this ARTICLE IX shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Subsidiary Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this ARTICLE IX and the Final Maturity Date, such amount shall be held in trust for the benefit of the Collateral Agent and the Lenders and shall forthwith be paid to the Collateral Agent and the Lenders to be credited and applied to the Guaranteed Obligations and all other amounts payable under this ARTICLE IX, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this ARTICLE IX thereafter arising. If (i) any Subsidiary Guarantor shall make payment to the Collateral Agent and the Lenders of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this ARTICLE IX shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the Collateral Agent and the Lenders will, at such Subsidiary Guarantor's request and expense, execute and deliver to such Subsidiary Guarantor appropriate documents, without



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recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Subsidiary Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Subsidiary Guarantor.

ARTICLE X
MISCELLANEOUS

Section 10.01 Notices, Etc. All notices and other communications provided for hereunder shall be in writing and shall be mailed, telecopied or delivered, if to any Loan Party, at the following address:

Lion Oil Company
0000 Xxxxxxxx Xxx
Xxxxxxxxx, Xxxxxxxxx 00000
Attention: Chief Financial Officer
Telephone: 000-000-0000
Telecopier: 000-000-0000

with a copy to:

Bass, Xxxxx & Xxxx PLC
000 Xxxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxxxx, Xxxxxxxxx 00000
Attention: Xxxx X. Xxxxxx
Telephone: 000-000-0000
Telecopier: 000-000-0000

if to a Lender, to it at its address (or facsimile number) set forth on Schedule 1.01(A) or in the Assignment and Acceptance pursuant to which such Lender shall have become a party hereto;

if to the Collateral Agent, to it at the following addresses:

0000 Xxxxxx xx xxx Xxxxxxxx

Xxx Xxxx, XX 00000

Attn: Xxxx Xxxxxxxxx

Telephone: 000-000-0000
Telecopier: 000-000-0000

in each case, with a copy to:

Xxxxxxx Xxxx & Xxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxx X. Xxxxxxxx
Telephone: 000-000-0000
Telecopier: 000-000-0000

or, as to each party, at such other address as shall be designated by such party in a written notice to the other parties complying as to delivery with the terms of this Section 10.01. All such notices and other communications shall be effective, (i) if mailed, when received or three days after deposited in the mails, whichever occurs first, (ii) if telecopied, when transmitted and confirmation received, or (iii) if delivered, upon delivery, except that notices to the Collateral Agent or any Lender pursuant to ARTICLE II shall not be effective until received by the Collateral Agent or such Lender.

Section 10.02 Amendments, Etc. No amendment or waiver of any provision of this Agreement, and no consent to any departure by any Loan Party therefrom, shall in any event be effective unless the same shall be



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in writing and signed by the Required Lenders or by the Collateral Agent with the consent of the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given, provided, however, that no amendment, waiver or consent shall (i) increase the Commitment of any Lender, reduce the principal of, or interest on, the Loans payable to any Lender, reduce the amount of any fee payable for the account of any Lender, or postpone or extend any date fixed for any payment of principal of, or interest or fees on, the Loans payable to any Lender, in each case without the written consent of any Lender affected thereby, (ii) increase the Total Term Loan Commitment without the written consent of each Lender, (iii) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans that is required for the Lenders or any of them to take any action hereunder, (iv) amend the definition of "Required Lenders" or "Pro Rata Share", (v) release all or a substantial portion of the Collateral (except as otherwise provided in this Agreement and the other Loan Documents), subordinate any Lien granted in favor of the Collateral Agent for the benefit of the Lenders, or release the Borrower or any Guarantor, or (vi) amend, modify or waive Section 3.03 or this Section 10.02 of this Agreement, in each case, without the written consent of each Lender. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing and signed by the Collateral Agent, affect the rights or duties of the Collateral Agent (but not in its capacity as a Lender) under this Agreement or the other Loan Documents.

Section 10.03 No Waiver; Remedies, Etc. No failure on the part of the Collateral Agent or any Lender to exercise, and no delay in exercising, any right hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right under any Loan Document preclude any other or further exercise thereof or the exercise of any other right. The rights and remedies of the Collateral Agent and the Lenders provided herein and in the other Loan Documents are cumulative and are in addition to, and not exclusive of, any rights or remedies provided by law. The rights of the Collateral Agent and the Lenders under any Loan Document against any party thereto are not conditional or contingent on any attempt by the Collateral Agent and the Lenders to exercise any of their rights under any other Loan Document against such party or against any other Person.

Section 10.04 Expenses; Taxes; Attorneys' Fees. The Borrower will pay on demand, all costs and expenses incurred by or on behalf of the Collateral Agent and each Lender, regardless of whether the transactions contemplated hereby are consummated, including, without limitation, reasonable fees, costs, client charges and expenses of counsel for the Collateral Agent and each Lender, accounting, due diligence, periodic field audits, physical counts, valuations, investigations, searches and filings, monitoring of assets, appraisals of Collateral, title searches and reviewing environmental assessments, miscellaneous disbursements, examination, travel, lodging and meals, arising from or relating to: (a) the negotiation, preparation, execution, delivery, performance and administration of this Agreement and the other Loan Documents (including, without limitation, the preparation of any additional Loan Documents pursuant to Section 6.01(b) or the review of any of the agreements, instruments and documents referred to in Section 6.01(f)), (b) any requested amendments, waivers or consents to this Agreement or the other Loan Documents whether or not such documents become effective or are given, (c) the preservation and protection of any of the Lenders' rights under this Agreement or the other Loan Documents, (d) the defense of any claim or action asserted or brought against the Collateral Agent or any Lender by any Person that arises from or relates to this Agreement, any other Loan Document, the Collateral Agent's or the Lenders' claims against any Loan Party, or any and all matters in connection therewith, (e) the commencement or defense of, or intervention in, any court proceeding arising from or related to this Agreement or any other Loan Document, (f) the filing of any petition, complaint, answer, motion or other pleading by the Collateral Agent or any Lender, or the taking of any action in respect of the Collateral or other security, in connection with this Agreement or any other Loan Document, (g) the protection, collection, lease, sale, taking possession of or liquidation of, any Collateral or other security in connection with this Agreement or any other Loan Document, (h) any attempt to enforce any Lien or security interest in any Collateral or other security in connection with this Agreement or any other Loan Document, (i) any attempt to collect from any Loan Party, (j) all liabilities and costs arising from or in connection with the past, present or future operations of any Loan Party involving any damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property, (k) any Environmental Liabilities and Costs incurred in connection with the investigation, removal, cleanup and/or remediation of any Hazardous Materials present or arising out of the operations of any facility of any Loan Party, (l) any Environmental Liabilities and Costs incurred in connection with any Environmental Lien, or (m) the receipt by the Collateral Agent or any Lender of any advice from professionals with respect to any of the foregoing; provided,



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however, that the Borrower will not be liable for the fees and expenses of more than one separate firm of attorneys at any time for the Lenders (except (i) to the extent that one or more local, foreign or special counsel, in addition to its regular counsel, is reasonably required and (ii) that the fees and expenses of additional counsel of Lenders shall be permitted in the event that counsel to the Lenders advises that there are actual or potential conflicts of interest, including situations in which there are one or more legal defenses available to a Lender that are different from or additional to those available to other Lenders). Without limitation of the foregoing or any other provision of any Loan Document: (x) the Borrower agrees to pay all stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter determined by the Collateral Agent or any Lender to be payable in connection with this Agreement or any other Loan Document, and the Borrower agrees to save the Collateral Agent and each Lender harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, (y) the Borrower agrees to pay all broker fees that may become due in connection with the transactions contemplated by this Agreement and the other Loan Documents, and (z) if the Borrower fails to perform any covenant or agreement contained herein or in any other Loan Document, the Collateral Agent or any Lender may itself perform or cause performance of such covenant or agreement, and the expenses of the Collateral Agent or such Lender incurred in connection therewith shall be reimbursed on demand by the Borrower.

Section 10.05 Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, the Collateral Agent or any Lender may, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by the Collateral Agent or such Lender to or for the credit or the account of any Loan Party against any and all obligations of the Loan Parties either now or hereafter existing under any Loan Document, irrespective of whether or not the Collateral Agent or such Lender shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmatured. The Collateral Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by the Collateral Agent or such Lender provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Collateral Agent and the Lenders under this Section 10.05 are in addition to the other rights and remedies (including other rights of set-off) which the Collateral Agent and the Lenders may have under this Agreement or any other Loan Documents of law or otherwise.

Section 10.06 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

Section 10.07 Assignments and Participations.

(a) This Agreement and the other Loan Documents shall be binding upon and inure to the benefit of each Loan Party and the Collateral Agent and each Lender and their respective successors and assigns; provided, however, that none of the Loan Parties may assign or transfer any of its rights hereunder or under the other Loan Documents without the prior written consent of each Lender and any such assignment without the Lenders' prior written consent shall be null and void.

(b) Each Lender may assign to one or more other lenders or other entities all or a portion of its rights and obligations under this Agreement with respect to all or a portion of its Term Loan Commitment and any Term Loan made by and, so long as no Default or Event of Default exists, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed and not to be required for any assignment by a Lender to (x) a Lender, an Affiliate of a Lender or a Related Fund of a Lender or (y) a group of new Lenders, each of whom is an Affiliate or Related Fund of each other); provided, however, that (i) such assignment is in an amount which is at least $5,000,000 or a multiple of $1,000,000 in excess thereof (or the remainder of such Lender's Commitment or Loan) (except such minimum amount shall not apply to an assignment by a Lender to (x) a Lender, an Affiliate of such Lender or a Related Fund of such Lender or (y) a group of new Lenders, each of whom is an Affiliate or Related Fund of each other to the extent the aggregate amount to be assigned to all such new Lenders is at



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least $5,000,000 or a multiple of $1,000,000 in excess thereof), and (ii) the parties to each such assignment shall execute and deliver to the other Lenders and the Borrower an Assignment and Acceptance, together with any promissory note subject to such assignment. Upon such execution and delivery, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least 3 Business Days after the delivery thereof to the other Lenders and the Borrower, (A) the assignee thereunder shall become a "Lender" hereunder and, in addition to the rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and (B) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

(c) By executing and delivering an Assignment and Acceptance, the assigning Lender and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, the assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto; (ii) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Credit Party or any of its Subsidiaries or the performance or observance by any Credit Party of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement and the other Loan Documents, together with such other documents and information it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the assigning Lender, the Collateral Agent or any Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Loan Documents; (v) such assignee appoints and authorizes the Collateral Agent to take such action as agents on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Collateral Agent by the terms hereof and thereof, together with such powers as are reasonably incidental hereto and thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement and the other Loan Documents are required to be performed by it as a Lender.

(d) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitments and the Loans made by it); provided, that (i) such Lender's obligations under this Agreement (including without limitation, its Commitments hereunder) and the other Loan Documents shall remain unchanged; (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and the Borrower, the Collateral Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement and the other Loan Documents; and (iii) a participant shall not be entitled to require such Lender to take or omit to take any action hereunder, except (A) to the extent such participant is an Affiliate of such Lender, or (B) (1) action directly effecting an extension of the maturity dates or decrease in the principal amount of the Loans, (2) action directly effecting an extension of the due dates or a decrease in the rate of interest payable on the Loans or the fees payable under this Agreement, or (3) actions directly effecting a release of all or a substantial portion of the Collateral or any Credit Party (except as set forth in Section 8.08 of this Agreement or any other Loan Document). The Loan Parties agree that each participant shall be entitled to the benefits of Section 2.07 and Section 2.10 of this Agreement with respect to its participation in any portion of the Commitments and the Loans as if it was a Lender.

(e) Nothing in this Agreement shall prevent or prohibit (i) any Lender from pledging its Loans and Notes hereunder to a Federal Reserve Bank in support of borrowings made by such Lender from such Federal Reserve Bank, and (ii) any Lender which is a fund may pledge all or any portion of its Loans and Notes to its trustee or to a collateral agent providing credit or credit support to such Lender in support of its obligations to such trustee, such collateral agent or a holder of such obligations, as the case may be. No pledge pursuant to this clause (e) shall release the transferor Lender from any of its obligations hereunder.



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Section 10.08 Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Agreement by telecopier shall be equally as effective as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by telecopier also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement. The foregoing shall apply to each other Loan Document mutatis mutandis.

Section 10.09 GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT OF SUCH OTHER LOAN DOCUMENT) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

Section 10.10 CONSENT TO JURISDICTION; SERVICE OF PROCESS AND VENUE. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN XXX XXXXXX XX XXX XXXXX XX XXX XXXX IN THE COUNTY OF NEW YORK OR OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH LOAN PARTY HEREBY IRREVOCABLY ACCEPTS IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH LOAN PARTY HEREBY IRREVOCABLY APPOINTS THE SECRETARY OF STATE OF THE STATE OF NEW YORK AS ITS AGENT FOR SERVICE OF PROCESS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING AND FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS AND IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE BORROWER AT ITS ADDRESS FOR NOTICES AS SET FORTH IN SECTION 10.01 AND TO THE SECRETARY OF STATE OF THE STATE OF NEW YORK, SUCH SERVICE TO BECOME EFFECTIVE TEN (10) DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE COLLATERAL AGENT AND THE LENDERS TO SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY LOAN PARTY IN ANY OTHER JURISDICTION. EACH LOAN PARTY HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE JURISDICTION OR LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY LOAN PARTY HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, EACH LOAN PARTY HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

Section 10.11 WAIVER OF JURY TRIAL, ETC. EACH LOAN PARTY, THE COLLATERAL AGENT AND EACH LENDER HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM CONCERNING ANY RIGHTS UNDER THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS, OR UNDER ANY AMENDMENT, WAIVER, CONSENT, INSTRUMENT, DOCUMENT OR OTHER AGREEMENT DELIVERED OR WHICH IN THE FUTURE MAY BE DELIVERED IN CONNECTION THEREWITH, OR ARISING FROM ANY FINANCING RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREES THAT ANY SUCH ACTION, PROCEEDINGS OR COUNTERCLAIM SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. EACH LOAN PARTY CERTIFIES THAT NO OFFICER, REPRESENTATIVE, AGENT OR ATTORNEY OF THE COLLATERAL AGENT OR ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE COLLATERAL AGENT OR ANY LENDER WOULD NOT, IN THE EVENT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM, SEEK TO ENFORCE THE FOREGOING WAIVERS. EACH LOAN PARTY HEREBY



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ACKNOWLEDGES THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE COLLATERAL AGENT AND THE LENDERS ENTERING INTO THIS AGREEMENT.

Section 10.12 Consent by the Collateral Agent and Lenders. Except as otherwise expressly set forth herein to the contrary, if the consent, approval, satisfaction, determination, judgment, acceptance or similar action (an "Action") of the Collateral Agent or any Lender shall be permitted or required pursuant to any provision hereof or any provision of any other agreement to which any Loan Party is a party and to which the Collateral Agent or any Lender has succeeded thereto, such Action shall be required to be in writing and may be withheld or denied by the Collateral Agent or such Lender, in its sole discretion, with or without any reason, and without being subject to question or challenge on the grounds that such Action was not taken in good faith.

Section 10.13 No Party Deemed Drafter. Each of the parties hereto agrees that no party hereto shall be deemed to be the drafter of this Agreement.

Section 10.14 Reinstatement; Certain Payments. If any claim is ever made upon the Collateral Agent or any Lender for repayment or recovery of any amount or amounts received by the Collateral Agent or such Lender in payment or on account of any of the Obligations, the Collateral Agent or such Lender shall give prompt notice of such claim to the Collateral Agent and each Lender and the Borrower, and if the Collateral Agent or such Lender repays all or part of such amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over the Collateral Agent or such Lender or any of its property, or (ii) any good faith settlement or compromise of any such claim effected by the Collateral Agent or such Lender with any such claimant, then and in such event each Loan Party agrees that (A) any such judgment, decree, order, settlement or compromise shall be binding upon it notwithstanding the cancellation of any Indebtedness hereunder or under the other Loan Documents or the termination of this Agreement or the other Loan Documents, and (B) it shall be and remain liable to the Collateral Agent or such Lender hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by the Collateral Agent or such Lender.

Section 10.15 Indemnification; Limitation of Liability for Certain Damages.

(a) In addition to each Loan Party's other Obligations under this Agreement, each Loan Party agrees to, jointly and severally, defend, protect, indemnify and hold harmless the Collateral Agent and each Lender and all of their respective officers, directors, employees, attorneys, consultants and agents (collectively called the "Indemnitees") from and against any and all losses, damages, liabilities, obligations, penalties, fees, reasonable costs and expenses (including, without limitation, reasonable attorneys' fees, costs and expenses) incurred by such Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) the Collateral Agent's or any Lender's furnishing of funds to the Borrower under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans, (iii) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the "Indemnified Matters"); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter caused by the gross negligence or willful misconduct of such Indemnitee, as determined by a final judgment of a court of competent jurisdiction.

(b) Without limiting Section 10.15(b) hereof, each Loan Party agrees to, jointly and severally, defend, indemnify, and hold harmless the Indemnitees against any and all Environmental Liabilities and Costs arising out of a third party claim asserted against an Indemnitee for (i) any Releases or threatened Releases (x) at any property presently or formerly owned or operated by any Loan Party or any Subsidiary of any Loan Party, or any of their predecessors in interest, or (y) of any Hazardous Materials generated and disposed of by any Loan Party or any Subsidiary of any Loan Party, or any of their predecessors in interest; (ii) any violations of Environmental Laws; (iii) any Environmental Action relating to any Loan Party or any Subsidiary of any Loan Party, or any of their



	62

predecessors in interest; (iv) any personal injury (including wrongful death) or property damage (real or personal) arising out of exposure to Hazardous Materials used, handled, generated, transported or disposed by any Loan Party or any Subsidiary of any Loan Party, or any of their predecessors in interest; and (v) any breach of any warranty or representation regarding environmental matters made by the Loan Parties in Section 5.01(q) or the breach of any covenant made by the Loan Parties in Section 6.01(j); provided that the Loan Parties shall not be liable for any portion of any Environmental Liabilities and Costs with respect to an Indemnitee (A) if the same is determined by a court of competent jurisdiction in a final non-appealable judgment to have resulted from such Indemnitee’s gross negligence or willful misconduct, or (B) if the Borrower was not given notice of the subject claim and the opportunity to participate (subject to privilege) in the defense thereof (but not to control such defense or the selection of counsel), at its expense (except that the Loan Parties shall remain liable to the extent such failure to give notice does not result in a loss to the Borrower).

(c) No Loan Party shall assert, and each Loan Party hereby waives, any claim against the Indemnitees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Loan Party hereby waives, releases and agrees not to xxx upon any such claim or seek any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

(d) To the extent that the undertaking to indemnify, pay and hold harmless set forth in this Section 10.15 may be unenforceable because it is violative of any law or public policy, each Loan Party shall, jointly and severally, contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Matters incurred by the Indemnitees. The indemnities set forth in this Section 10.15 shall survive the repayment of the Obligations and discharge of any Liens granted under the Loan Documents.

Section 10.16 Records. The unpaid principal of and interest on the Loans, the interest rate or rates applicable to such unpaid principal and interest, the duration of such applicability, the Commitments, and the accrued and unpaid fees payable pursuant to Section 2.06 hereof, including, without limitation, the Closing Fee, shall at all times be ascertained from the records of the Lenders, which shall be conclusive and binding absent manifest error.

Section 10.17 Binding Effect. This Agreement shall become effective when it shall have been executed by each Loan Party, the Collateral Agent and each Lender and when the conditions precedent set forth in Section 4.01 hereof have been satisfied or waived in writing by the Collateral Agent and each Lender, and thereafter shall be binding upon and inure to the benefit of each Loan Party, the Collateral Agent and each Lender, and their respective successors and assigns, except that the Loan Parties shall not have the right to assign their rights hereunder or any interest herein without the prior written consent of each Lender, and any assignment by any Lender shall be governed by Section 10.07 hereof.

Section 10.18 Interest. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively, the "Charges"), shall exceed the maximum lawful rate (the "Maximum Rate") which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Rate to the date of repayment, shall have been received by such Lender.



	63

Section 10.19 Confidentiality. The Collateral Agent and each Lender agrees (on behalf of itself and each of its affiliates, directors, officers, employees and representatives) to use reasonable precautions to keep confidential, in accordance with its customary procedures for handling confidential information of this nature and in accordance with safe and sound practices of comparable commercial finance companies, any non-public information supplied to it by the Credit Parties pursuant to this Agreement or the other Loan Documents (and which at the time is not, and does not thereafter become, publicly available or available to such Person from another source not known to be subject to a confidentiality obligation to such Person not to disclose such information), provided that nothing herein shall limit the disclosure by the Collateral Agent or any Lender of any such information (i) to its Affiliates and to its and its Affiliates' respective partners, directors, officers, employees, agents, trustees, counsel, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential in accordance with this Section 10.19); (ii) to any other party hereto; (iii) to any assignee or participant (or prospective assignee or participant) so long as such assignee or participant (or prospective assignee or participant) first agrees, in writing, to be bound by confidentiality provisions similar in substance and effect to this Section 10.19; (iv) to the extent required by any Requirement of Law or judicial process or as otherwise requested by any Governmental Authority; (v) to examiners, auditors or accountants; (vi) in connection with any litigation to which the Collateral Agent or any Lender is a party; (vii) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder; or (viii) with the consent of the Borrower.

Section 10.20 Integration. This Agreement, together with the other Loan Documents, reflects the entire understanding of the parties with respect to the transactions contemplated hereby and shall not be contradicted or qualified by any other agreement, oral or written, before the date hereof.

Section 10.21 No Novation. This Agreement constitutes an amendment and restatement of and supersedes the Existing Financing Agreement and does not extinguish the obligations for the payment of money outstanding under the Existing Financing Agreement or discharge or release the Obligations under, and as defined in, the Existing Financing Agreement or the Lien or priority of any mortgage, pledge, security agreement or any other security therefor except as provided herein. Nothing herein contained shall be construed as a substitution or novation of the Obligations outstanding under, and as defined in, the Existing Financing Agreement or any of the instruments securing the same, which shall remain in full force and effect, except as expressly modified hereby or by instruments or documents executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Loan Party under the Existing Financing Agreement from any of its obligations and liabilities as a "Borrower" or "Guarantor" thereunder except as provided herein. Each Loan Party hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect, as modified by this Agreement and instruments or documents executed concurrently herewith, and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to "the Financing Agreement," "thereto," "thereof," "thereunder" or words of like import referring to the Existing Financing Agreement shall mean the Existing Financing Agreement as amended and restated and superseded by this Agreement and (ii) confirms and agrees that to the extent that any such Loan Document purports to assign or pledge to the Collateral Agent or any Lender a security interest in, or Lien on, any collateral as security for the obligations of the Loan Parties from time to time existing in respect of the Existing Financing Agreement and the Loan Documents, such pledge, assignment and/or grant of the security interest or lien is hereby ratified and confirmed in all respects, as amended hereby or thereby.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]



	64

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

BORROWER:

LION OIL COMPANY, as the Borrower


By:	/s/ Assi Ginzburg Name: Assi Ginzburg Title: EVP


By:	/s/ X. X. Xxxxxxxx Name: X. X. Xxxxxxxx Title: VP

GUARANTORS:

X. XXXXXXX CONSTRUCTION CO., INC., as a Guarantor


By:	/s/ Assi Ginzburg Name: Assi Ginzburg Title: EVP


By:	/s/ X. X. Xxxxxxxx Name: X. X. Xxxxxxxx Title: VP

LION OIL TRADING & TRANSPORTATION, LLC, as a Guarantor


By:	/s/ Assi Ginzburg Name: Assi Ginzburg Title: EVP


By:	/s/ X. X. Xxxxxxxx Name: X. X. Xxxxxxxx Title: VP



	LION OIL COMPANY AMENDED AND RESTATED CREDIT AGREEMENT

COLLATERAL AGENT AND LENDERS:

ISRAEL DISCOUNT BANK OF NEW YORK, as a Lender


By:	/s/ Xxx Nachimzon Name: Xxx Nachimzon Title: Senior Vice President


By:	/s/ Xxxxx X. Xxxxxx Name: Xxxxx X Xxxxxx Title: First Vice President



	LION OIL COMPANY AMENDED AND RESTATED CREDIT AGREEMENT

BANK HAPOALIM B.M., as a Lender and as Collateral Agent


By:	/s/ Xxxx Xxxxxxxxx-Xxxxxxx Name: Xxxx Xxxxxxxxx-Xxxxxxx Title: First Vice President


By:	/s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Vice President



	LION OIL COMPANY AMENDED AND RESTATED CREDIT AGREEMENT

Schedule 1.01(A)

Lender's Loans and Commitments as of the Effective Date



Lender	Address for Notices	Amount of Existing Loan on the Effective Date	Amount of Existing Loan purchased from BLUSA on the Effective Date	Amount of additional Term Loan Commitment	Total amount of Loan after giving effect to the Transactions	Pro Rata Share after giving effect to the Transactions
Bank Hapoalim B.M.	0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Attn: Yael Weinstock Fax: 000-000-0000	$18,333,333.33	$9,227,590.84	$22,439,075.83	$50,000,000.00	55.5556	%
Israel Discount Bank of New York	000 Xxxxx Xxxxxx Xxx Xxxx XX 10017 Attn: Xxx Nachimzon Fax: 212-551-8259	$18,333,333.33	$7,382,072.67	$14,284,594.00	$40,000,000.00	44.4444	%
	TOTALS:	$36,666,666.66	$16,609,663.51	$36,723,669.83	$90,000,000.00	100.0000	%

Schedule 1.01B

MLP Released Assets

Memphis Terminal. The real and personal property of the terminal located in Memphis, Tennessee owned by the Borrower.

Nashville Terminal. The terminal real and personal property of the terminal located in Nashville, Tennessee owned by the Borrower.

El Dorado Pipeline Company. The equity interests owned by the Borrower in El Dorado Pipeline Company, an Arkansas corporation (to be known as El Dorado Pipeline, LLC, a Delaware limited liability company) together with all assets owned by El Dorado Pipeline Company.

Magnolia Pipeline Company. The equity interests owned by the Borrower in Magnolia Pipeline Company, an Arkansas corporation (to be known as Magnolia Pipeline LLC, a Delaware limited liability company) together with all assets owned by Magnolia Pipeline Company.

Lion Oil Trading & Transportation, Inc. The equity interests owned by the Borrower in SALA Gathering Systems, LLC, a Texas limited liability company together with all assets owned by SALA Gathering Systems, LLC, including without limitation the fixed assets listed on Exhibit A hereto

Exhibit A



Asset Type	Asset description
Airplane	REPLACEMENT PATROL PLANE ENGINE
Airplane	ENGINE FOR PATROL PLANE
Airplane	REPLACEMENT AERIAL PATROL PLANE
Airplane	CESSNA ENGINE REPLACEMENT

Buildings	AIRPLANE - HANGAR
Buildings	XXXX MAINTENANCE SHOP
Buildings	PIPELINE OFFICE
Buildings	TRAINING BUILDING

Computer Equip	Latitude E5420 - XXXXXXX XXXXXXXXXX
Computer Equip	Latitude E5420 - XXXXX XXXXXX
Computer Equip	Latitude E5420 - XXXXX XXXXX

Heavy Equipment	CATERPILLER BACKHOE
Heavy Equipment	CASE CX75 TRACKHOE
Heavy Equipment	REPAIR KOMATSU TRACKHOE
Heavy Equipment	UTILITY DUMP TRUCK
Heavy Equipment	NEW 4WD BACKHOE
Heavy Equipment	90 HP TRACTOR
Heavy Equipment	KUBOTA M108 DTW RIGHT OF WAY TRACTOR
Heavy Equipment	KOMATSU PC200 TRACKHOE
Heavy Equipment	310 E BACKHOE
Heavy Equipment	000 X XXXXXXXX XXXXXXX
Xxxxx Xxxxxxxxx	X-0000-0000 XXXX CH613 TRCTR
Heavy Equipment	JARRAFF R/W TRIMMER

Land	LAND XXXXXXXXXXX PUMP STATION
Land	LAND MIDWAY PUMP STATION
Land	LAND XXXX PUMP STATION
Land	LAND CHAMPAGNOLLE LANDING
Land	LAND AMOCO TANK FARM
Land	LAND MAGNOLIA PUMP STATION
Land	LAND XXXXXX
Land	LAND BIG HEART PIPELINE

Mower	PIPELINE YARD MOWER

Pipeline & Tank Equip	FOUKE/XXXXXXX PIPELINE
Pipeline & Tank Equip	6" PIPE IN XXXX 8" DRY CREEK
Pipeline & Tank Equip	BORE BODCAW CREEK & TRIBUTARY
Pipeline & Tank Equip	CP ANODE BEDS
Pipeline & Tank Equip	XXXXXX STREET CROSSING
Pipeline & Tank Equip	REDRILL ARKANSAS HWY 7



Pipeline & Tank Equip	8" XXXXX CROSSING B/W MAGNOLIA & EL XXXX
Pipeline & Tank Equip	DIRECTIONAL BORING & REPLACING PPLS-SMACKOVER
Pipeline & Tank Equip	DOT MAPS AND RECORDS
Pipeline & Tank Equip	XXXXXXX EAST LINE
Pipeline & Tank Equip	EXPOSURES ON 8" PIPE TO MAGNOLIA
Pipeline & Tank Equip	PISTON PUMP @ XXXXXXX #3 WELL
Pipeline & Tank Equip	8" Xxxxxxx line crossing of Columbia
Pipeline & Tank Equip	TRIMBLE SURVEY EQUIPMENT
Pipeline & Tank Equip	SMACKOVER STATION CONTROL ROOM
Pipeline & Tank Equip	XXXX XXXXX STURGIS M1
Pipeline & Tank Equip	SECURITY GATES
Pipeline & Tank Equip	VIDEO MONITORING AT SMACKOVER TRUCK TERMINALS
Pipeline & Tank Equip	VIDEO MONITORING AT AMERICAN TRUCK TERMINALS
Pipeline & Tank Equip	SATELLITE CONTROL
Pipeline & Tank Equip	PIPELINE LOCATORS
Pipeline & Tank Equip	NORE BODCAW CREEK & TRIBUTARY
Pipeline & Tank Equip	CP DATA LOGGER
Pipeline & Tank Equip	GANG WELDING MACHINE
Pipeline & Tank Equip	2000 FT PIPE-SMART ST
Pipeline & Tank Equip	BIG HEART LEASE-PIPELINE
Pipeline & Tank Equip	BIGHEART PIPELINE
Pipeline & Tank Equip	BIGHEART PIPELINE
Pipeline & Tank Equip	2 LINE LOCATORS
Pipeline & Tank Equip	TANK 435 37000 BBL
Pipeline & Tank Equip	TANK 436 37000 BBL
Pipeline & Tank Equip	TANK 427 55000 BBL
Pipeline & Tank Equip	TANK 433 55000 BBL
Pipeline & Tank Equip	2000 GAL TANK
Pipeline & Tank Equip	PRESSURE CNTRL SMKOVR PUMP
Pipeline & Tank Equip	TANK 1500 BBL
Pipeline & Tank Equip	TANK 55000 BBL 124 A
Pipeline & Tank Equip	TANK 55000 BBL 130 A
Pipeline & Tank Equip	TANK 55000 BBL 125 A
Pipeline & Tank Equip	STORAGE TANK LACK UNIT
Pipeline & Tank Equip	FOUKE UNLOADING FACILITY
Pipeline & Tank Equip	TANK 80 000 BBL 120 A
Pipeline & Tank Equip	TANK 121A 80000 BBL
Pipeline & Tank Equip	TRUCK UNLOADING FACILITY-AMOCO
Pipeline & Tank Equip	TANK REPAIRS XXXXXXX STORAGE
Pipeline & Tank Equip	TANK 12900 BBL 170 A
Pipeline & Tank Equip	ASPHALT STORAGE/HANDLING FAC
Pipeline & Tank Equip	STORAGE & HANDLING AMOCO
Pipeline & Tank Equip	TANK 437 55000 BBL
Pipeline & Tank Equip	ARKANSAS GATHERING SYSTEM
Pipeline & Tank Equip	HILLSBORO GATHERING SYSTEM
Pipeline & Tank Equip	STORAGE & HANDLING AMOCO
Pipeline & Tank Equip	GROUND BEDS FOR CATHODIC PROTECTION OF PIPELINE
Pipeline & Tank Equip	6 FT CHAIN LINKED FENCE WITH 3 BARBED WIRE STRANDS



Pipeline & Tank Equip	LUBE CRUDE TO 410 TANK - PIPING
Pipeline & Tank Equip	LUBE CRUDE TO 410 TANK - API SKID METER
Pipeline & Tank Equip	LUBE CRUDE TO 410 TANK - PUMP AT 435 TK
Pipeline & Tank Equip	LUBE CRUDE TO 410 TANK - METER ON FOUKE LINE
Pipeline & Tank Equip	LUBE CRUDE TO 410 TANK - ELECTRICAL EQUIP
Pipeline & Tank Equip	LUBE CRUDE TO 410 TANK - SCADA CTRL SYST

Site Improvements	SECURITY FENCES
Site Improvements	DEPARTMENT OF TRANSPORTATION VALVE FENCES

Trailer	DUMP TRAILER
Trailer	BACKHOE TRAILERS
Trailer	TRAILER MNTD CRANE
Trailer	BACKHOE TRAILER

Truck	V-1589-2003 FORD F-350 SUPER DUTY REG CAB 4WD
Truck	V-1594-2004 F- 150 FORD PICKUP
Truck	V-1596-2004 F-150 REG CAB 126" WB XL
Truck	V-1599-2004 F-350 SUPER DUTY REG CAB SRW4
Truck	V-1598-2004 SIERRA 2500 HD REG CAB
Truck	V-1600-2004 FORD F-150 EXT CAB 4 WD
Truck	V-1606-2004 CHEVY SILVERADO 1500 REG CAB
Truck	V-1607-2004 FORD EXPLORER XLS
Truck	V-1613-2005 CHEVY SILERADO
Truck	V-1615-2005 FORD F-150 REG CAB 4WD
Truck	V-1616-2005 F350 REG CHASSIS CAB
Truck	V-1628-2006 F150 SUPERCAB
Truck	V-1635-2006 CHEVY SILVERADO 1500 REG CAB
Truck	V-1636-2006 GMC SIERRA 2500 HD REG CAB 000" XX X
Xxxxx	X-0000-0000 GMC 2500HD REG CAB
Truck	V-1633-2006 FORD F250 REG CAB XL
Truck	V-1640-F-150 REG CAB 145"WB XL
Truck	V-1650-2007 GMC 1500 EXT CAB 4WD
Truck	V-1647-'07 Ford F-250 Crew Cab 4WD XL
Truck	V 1649 - '07 Ford F-350 SRW 4WD Reg Cab
Truck	V 1654 - '07 Ford F-150 Supercab 4WD XL
Truck	V-1656-'07 Ford F-150 Reg Cab XL
Truck	V-1644-2007 CHEVY 1500 REG CAB
Truck	V 1643 2007 FORD F150 REG CAB 145" XL
Truck	V-1642-2007 FORD F150 SUPERCAB XLT
Truck	V-1646 2007 FORD F350 DRW REG CAB 4WD
Truck	V-1661 2007 FORD F150 REG CAB XL
Truck	V-1659 2007 FORD F150 REG CAB XL
Truck	V-1660-2007 FORD F150 REG CAB XL
Truck	V-1662-2007 CHEVY 2500HD EXT CAB WORK
Truck	REPLACE TANDUM VACUUM TRUCK CHASSIS
Truck	V-1663- FORD F-150 REG CAB 145" WB XL



Truck	V1665 - 2008 F-350 SUPER DUTY REG CAB DRW
Truck	V1667 - 2007 F-150 SUPERCAB 145" WB XL
Truck	V-668-2007 FORD F150 REG CAB XL
Truck	V-1676-2008 FORD F350 SRW REG CAB
Truck	V-1677-2008 FORD F150 SUPERCAB 133 XLT
Truck	V-1678-2008 FORD F150 SUPERCAB 133 XLT
Truck	V1691-F150 REG CAB 145" WB XL
Truck	V1682 - 2008 FOR F-750 REG CAB XL 158"
Truck	V1683 - 2008 FORD F-750 REG CAB XL 194"
Truck	V-1686-2008 CHEVY 1500 REG CAB 133" WB
Truck	V-1687-2008 CHEVY SILVERADO 2500 HD-157.5" WB
Truck	V-1690-2008 F-250 Superduty Reg Cab
Truck	V-1689-08 Ford F-150 4WD SuperCab XLT
Truck	V-1688-08 Ford F-150 4WD SuperCab XL
Truck	V-1692-2008 SIERRA 1500 EXTCAB- 146" WB
Truck	V-1693-'08 GMC 1500 2WD Reg Cab Work
Truck	V-1697-08 Chevy 1500 2WD Reg 133 WB
Truck	V-1696-08 Chevy 1500 2WD Reg 133
Truck	V-1699-2009 F150 SUPERCAB XLT
Truck	V-1705-'08 FORD F 250 SUPERCAB 2WD XL
Truck	V-1706-2009 F-350 4WD
Truck	V-1707-09 FORD F-250 SUPERCAB 2WD 158
Truck	V-1708-09 FORD F-150 REG CAB XL
Truck	V-1709-'09 Chevy 1500 4WD Ext Cab
Truck	V-1711-'10 Ford F-150 Reg Cab XL
Truck	V-1712-2009 CHEVY SILVERADO 1500 133" WB
Truck	V-1713-2010 FORD F-250 CAB 145" WB XLT
Truck	V-1716-'10 CHEVY 1500 EXT CAB 4WD WORK
Truck	V-1722-2010 FORD F-150 2WD REG CAB XL
Truck	V1719 - 2012 XXXX GU712
Truck	V-1724-2010 F-150 SUPERCAB 145" WB XL 4WD
Truck	V-1569-2002 FORD F150
Truck	V-1576-2002 FORD F250
Truck	V-1572-2002 FORD F750 GOOSENECK
Truck	V-1580-2003 FORD F750
Truck	V-1581-2002 FORD F150
Truck	V1725 FORD F-150 REG XL

Schedule 1.01C

MLP Existing ROFO Assets


•	El Dorado Refined Products Terminal - The terminal at the El Dorado refinery consisting of a truck loading rack supplied by pipeline from storage tanks located at the refinery.


•	El Dorado Storage Tanks - Substantialy all of the storage tanks located at the El Dorado refinery Sandhill Station and within and adjacent to the El Dorado refinery, and all ancillary assets, including but limited to, pipelines, pumps, etc.

Schedule 1.01D

MLP Subject Assets

None.

Schedule 1.01E

Easements and Rights-of-Way

Right-of-Way and License Agreement dated November 7, 2012, between Lion Oil Company, as grantor, and El Dorado Pipeline Company, LLC, as grantee, for purposes of operating, inspecting, maintaining, protection, repairing, replacing, altering and removing pipelines on, below, above and/or within certain real property located in Union County, Arkansas.

Right-of-Way and License Agreement dated November 7, 2012, between Lion Oil Company, as grantor, and SALA Gathering Systems, LLC, as grantee, for purposes of operating, inspecting, maintaining, protection, repairing, replacing, altering and removing pipelines on, below, above and/or within certain real property located in Union County, Arkansas.

Ground Lease Agreement dated November 7, 2012, between Lion Oil Company, as lessor, and SALA Gathering Systems, LLC, as lessee, for approximately 7 acres of land located in Union County, Arkansas to maintain tanks and other facilities, as evidenced by a Memorandum of Lease of even date therewith and to be recorded in the property records of Union County, Arkansas.

Other such easements, rights-of-way, licenses, leases and similar encumbrances as may be granted in connection with MLP Existing ROFO Assets, MLP Subject Assets, and MLP New ROFO Assets.

Schedule 5.01(e)

Capitalization; Subsidiaries

5.01(e)(i)

The authorized capital stock of the Borrower consists solely of 12,000,000 shares of common stock, par value $0.10 per share.



Stockholders:	Ownership	% of Ownership
Delek US Holdings, Inc.	8,291,442	100.00%

5.01(e)(ii)



Loan Party	Jurisdiction of Incorporation	Owner	Number of Shares	Percentage of Outstanding Shares	Class	Certificate Number
Lion Oil Trading & Transportation, LLC	Texas	Lion Oil Company	N/A	100	N/A	N/A
X. Xxxxxxx Construction Co., Inc.	Arkansas	Lion Oil Company	100	100	Common	2
LFPA, LLC	Texas	Lion Oil Company	N/A	100	N/A	N/A

Schedule 5.01(f)

Litigation; Commercial Tort Claims

5.01(f)(i)

None.

5.01(f)(ii)

None.

Schedule 5.01(o)

Real Property



	Company	Owned Location
1	Lion Oil Company	El Dorado Refinery 1000 McHenry El Dorado, AR
2	Lion Oil Company	Truck Loading Rack Hinson Road El Dorado, AR
3	Lion Oil Company	Record Storage Building Hillsboro and South West Avenue El Dorado, AR
4	Lion Oil Company	Repair and Maintenance Shop 828 Xxxxxx X. Xxx, El Dorado, AR
5	Lion Oil Company	Picnic Grounds Calion Road El Dorado, AR
6	Lion Oil Company	Part of NW SW 32-17-15 El Dorado, AR
7	Lion Oil Company	Xxx 00, Xx. 0, Xxxxx’x Xx Xxxxxx, XX
0	Lion Oil Company	Xxx 0, Xx. 0, Xxxxx’x Xx Xxxxxx, XX
9	Lion Oil Company	Xxxx 0 & 0, Xx. 0, Xxxxx’x Xx Xxxxxx, XX
10	Lion Oil Company	Xxxx 0 & 0, Xx. 00, Xxxxx’x Xx Xxxxxx, XX
11	Lion Oil Company	Xxx 00, Xx. 0 Xxxxx’x, Xx Xxxxxx, AR
12	Lion Oil Company	Xxx 0, Xx. 0, Xxxxx’x Xx Xxxxxx, XX
13	Lion Oil Company	Xxx 0, Xx. 0, Xxxxx’x Xx Xxxxxx, XX
14	Lion Oil Company	Xxx 00, Xx 0, Xxxxx’x Xx Xxxxxx, XX
15	Lion Oil Company	Xxx 0, Xx. 0, Xxxxx’x Xx Xxxxxx, XX
16	Lion Oil Company	Xxx 00 & X/0 Xxx 00, Xx. 0, Xxxxx’s El Dorado, AR
17	Lion Oil Company	14 acres on Xxxxxx Road El Dorado, AR
18	Lion Oil Company	Xxxx 0 & 0, Xx. 0, Xxxxx’x Xx Xxxxxx, XX
19	Lion Oil Company	Xxxx 0, 0, 0, 0 & 0, Xx. 3, Craig’s West End Add. El Dorado, AR
20	Lion Oil Company	Xxx 0, Xx. 0, Xxxxx’x Xxxx Xxx Xx Xxxxxx, AR
21	Lion Oil Company	Xxx 0, Xx. 0, Xxxxx’x Xxxx Xxx Xx Xxxxxx, AR
22	Lion Oil Company	Xxxx 0 & 00, Xx. 0, Xxxxx’x Xx Xxxxxx, XX



23	Lion Oil Company	Xxx 00, Xx. 0, Xxxxxxx XX Xx Xxxxxx, XX
24	Lion Oil Company	Xxxx 0 & 0, Xx. 0, Xxxxx’x Xx Xxxxxx, XX
25	Lion Oil Company	Xxx 00, Xx. 0, Xxxxx’x Xx Xxxxxx, XX
26	Lion Oil Company	Xxxx 00, 00, 00, 00 & 00, Xxxxx F College Subdivision El Dorado, AR
27	Lion Oil Company	Xxx 00, Xx. 0, Xxxxxxx Xx Xxxxxx, XX
00	Lion Oil Company	Xxx 00, Xx. 0, Xxxxx’x Xxxx Xxx Addition El Dorado, AR
29	Lion Oil Company	Xxx 00, Xx. 0, Xxxxx’x Xxxx Xxx Addition El Dorado, AR
30	Lion Oil Company	Xxx 0, Xx. 0, Xxxxx’x Xx Xxxxxx, XX
31	Lion Oil Company	Xxxx 00 & 00, Xx. 0, Xxxxx’x Xx Xxxxxx, XX
32	Lion Oil Company	Xxx 0, Xx. 0, Xxxxx’x Xx Xxxxxx, XX
33	Lion Oil Company	W/2 Lots 13 & 14, Bl. 5, Xxxxx’s El Dorado, AR
34	Lion Oil Company	Xxx 0, Xx. 0 Xxxxxxx, Xx Xxxxxx, XX
35	Lion Oil Company	Xxx 0, Xx. 0, Xxxxx’x Xx Xxxxxx, XX
36	Lion Oil Company	Xxx 00, Xx. X, Xxxxxxx XX Xx Xxxxxx, XX
37	Lion Oil Company	Xxxx 0 & 0, Xx. 0, Xxxxx’x Xxxx Xxx Addition El Dorado, AR
38	Lion Oil Company	Lot 13 & S. 40 ft. of Xxx 00, Xx. 0, Xxxxx’x Xxxx Xxx Addition El Dorado, AR
39	Lion Oil Company	Xxx 00, Xx. 0, Xxxxx’x Xxxx Xxx Addition El Dorado, AR
40	Lion Oil Company	Xxxx 0, 00, 00, 00, 00 & 00, Xx. 7, Cornish El Dorado, AR
41	Lion Oil Company	Beginning at the SW corner of Lot 14, Bl. 7, Cornish, and run thence N. 50 ft. to the NW corner of Lot 14; thence W. to the E. line of the Xxx Xx Xxxxxx - Xxxxx Xxxxx Xxxx; thence in a southwesterly direction along the East line of said road to a point due W. of the SW corner of Lot 14; thence E. to the point of beginning
42	Lion Oil Company	Xxxx 0 & 0, Xx. 0, Xxxxxxx Xx Xxxxxx, AR
43	Lion Oil Company	Xxx 0, Xx. 0, Xxxxx’x Xxxx Xxx Addition El Dorado, AR
44	Lion Oil Company	Xxxx 00 & 00, Xx. 0, Xxxxx’x Xxxx Xxx Addition El Dorado, AR
45	Lion Oil Company	Xxxx 0, 0, 0, 0 & 0, Xx. 12, Craig’s West End Addition El Dorado, AR
46	Lion Oil Company	Xxxx 00 & 00, Xx. 0, Xxxxxxx Xx Xxxxxx, AR
47	Lion Oil Company	Commencing at the SE corner of the NE quarter of the Northwest quarter of Sec. 32, Township 17 S., Range 15 W., run N. 235 ft. to the point of beginning; thence N. 175 ft. to the S. line of El Dorado - Three Creeks Road, now known as W. Second St.; thence S. 61 degs. W. along said line 130.0 ft.; thence S. 29 degs. E. 151.0 ft.; thence north 63 degs. 36 mins. E. 45.2 ft. to the point of beginning



48	Lion Oil Company	Commencing at the NW corner of the SW quarter of the NW quarter of Sec. 32, Township 17 S., Range 15 W. and thence S. 88 degs. 48 mins. E. 495.90 ft. along the N. line of said forty; thence S. 0 degree, 19 mins. W. 330.60 ft. for a point of beginning; thence S. 44 degs. 09 mins. E. 235.83 ft.; then S. 0 degree 15 mins. W. 165.60 ft.; thence S. 57 degs. 46 mins. E. 389.06 ft.; thence S. 25 degs. 50 mins. W. 215.65 ft. to the N. right-of-way line of Highway 15; thence S. 73 degs. 57 mins. 19 secs. W. 233.86 ft. along said right-of-way line; thence N. 8 degs. 27 mins. 50 secs. W. 84.81 ft.; thence W. 150 ft.; thence N. 0 deg. 54 mins. 40 secs. W. 717.30 ft. to the point of beginning
49	Lion Oil Company	Lot 16 & N. 10 ft. of Xxx 00, Xx. 0, Xxxxx’x Xxxx Xxx Addition El Dorado, AR
50	Lion Oil Company	Xxx 0, Xx. 0, Xxxxx’x Xxxx Xxx Addition El Dorado, AR
51	Lion Oil Company	Xxxx 0 & 00, Xx. 0, Xxxxxxx Xx Xxxxxx, AR
52	Lion Oil Company	Commencing at NW corner of SE quarter of NW quarter of Sec. 32, Township 17 S., Range 15 W. and run S. 00 deg. 58 mins. E. 230.0 ft.; thence S. 89 deg. 40 mins. E. 450.0 to the W. side of W. Second St.; thence N. 25 degs. 59 mins. E. along said side 198.3 ft. to the point of beginning; thence N. 35 degs. 31 mins. E. along the W. side of said street 21.2 ft.; thence N. 28 degs. 17 mins. W. 141.2 ft.; thence S. 77 degs. 05 mins. W. 38.5 ft.; thence S. 00 degs. 58 mins. E. 133.04 ft.; thence E. 89.9 ft. to the point of beginning
53	Lion Oil Company	Commencing at NW corner of SE quarter of NW quarter of Sec. 32, Township 17 S., Range 15 W. and run S. 00 degs. 58 mins. E. 230.0 ft.; thence S. 89 degs. 40 mins. E. 450.0 ft. to the point of beginning; thence N. 25 degs. 59 mins. E. along the W. side of W. Second St. 198.3 ft.; thence W. 89.9 ft.; thence S. 00 degs. 58 mins. E. 178.26 ft. to the point of beginning
54	Lion Oil Company	The W. 100 ft. of Xxx 00, Xx. 0, Xxxxx’x Xxxx Xxx Addition El Dorado, AR
55	Lion Oil Company	Xxx 0, Xx. 0, Xxxxx’x Xxxx Xxx Addition El Dorado, AR
56	Lion Oil Company	The E. 72 ft. of Xxx 00, Xx. 0, Xxxxx’x Xxxx Xxx Addition El Dorado, AR
57	Lion Oil Company	Xxx 0, Xx. 0, Xxxxx’x Xxxx Xxx Addition El Dorado, AR
58	Lion Oil Company	Xxx 0, Xx. 0, Xxxxx’x Xxxx Xxx Addition El Dorado, AR
59	Lion Oil Company	The W. 46 2/3 ft. of Xxxx 0 & 0, Xx. 0, Xxxxx’x Xxxx Xxx Addition El Dorado, AR
60	Lion Oil Company	Xxxx 0 & 0, Xx. 0, Xxxxxxx Xx Xxxxxx, XX
00	Lion Oil Company	Xxx 0, Xx. 0, Xxxxx’x Xxxx Xxx Addition El Dorado, AR
62	Lion Oil Company	Xxxx 0 & 0, Xx. 0, Xxxxx’x Xxxx Xxx Addition El Dorado, AR
63	X. Xxxxxxx Construction Co.	X. Xxxxxxx Construction Co., Inc. Xxxxxxx 0000 Xxxxxx X. Xxx Xx Xxxxxx, XX
64	Lion Oil Trading and Transportation, LLC	Sohio Station 12.5 acres Columbia County, AR

Leased Real Property



	Company	Leased Locations
1	Lion Oil Trading and Transportation, LLC	Offices and Xxxxxxx 0000 Xxxxxx Xxxxxx Xx Xxxxxx, XX
2	Lion Oil Company	Office Space in Regions Bank Xxxxxxxx 000 Xxxx Xxxxx Xxxxxx Xx Xxxxxx, XX
3	Lion Oil Company	0.413 acres adjacent to Trinity Asphalt’s property in Xxxx County, TX
4	Lion Oil Company	0.3 acres related to three leased storage tanks , related truck scales and hot oil heater in Xxxx County, TX
5	Lion Oil Company	2501 Port Place Muskogee, OK
6	Lion Oil Company	0.32 acres known as Xxxxx 0 xx Xx Xxxxxx, XX
7	Lion Oil Company	Reactor Storage (FCC Reactor) at the storage facility near Heater Specialists, Inc.
8	Lion Oil Company	License for overhead truss from Burlington North & Santa Fe Railway Company to Lion Oil Company, made Apr. 1, 2001, effective Mar. 27, 2002
9	Lion Oil Company	Easement from Lion Oil Company to Entergy Arkansas, Inc. and Easement from Entergy Arkansas, Inc. to Lion Oil Company, both unexecuted, for a property “swap” adjacent to the El Dorado Refinery and to the Entergy substation. Substation upgrade was completed in 2004 even though documents remain unsigned.
10	Lion Oil Company	0.08 acres at El Dorado Airport
11	Lion Oil Trading & Transportation, LLC	Land at the Downtown Airport, Union County, Arkansas

Schedule 5.01(q)

Environmental Matters

The following facilities are the subject of existing or anticipated remediation obligations under state and/or federal law: Memphis, TN Terminal (solvent, hydrocarbon and MTBE contamination Property is owned by the MLP, but is subject to indemnification by Lion Oil. ; Nashville, TN Terminal (hydrocarbon, MTBE, and lead contamination)^*; El Dorado Refinery (RCRA corrective action under Part B Post Closure Permit, groundwater contamination at adjacent Xxxx Facility, potential soil and groundwater contamination at Refinery Wastewater Treatment Plant, ongoing corrective action to address free product found in the vicinity of the 000 Xxxxx Xxxx Xxxx). In addition, information and findings from the following documents related to environmental conditions at the El Dorado Refinery are incorporated herein by reference:


x.	Xxxxx, Xxxxxx & Associates, Inc., Petroleum Plume and Non-Plume Investigations Findings Report: El Dorado, Arkansas (Mar. 1997);


x.	Xxxxx, Xxxxxx & Associates, Inc., Baseline Hydrogeology Investigation Findings Report for the El Dorado Refinery RCRA Facility Investigation (Mar. 1993);


c.	Part B File, Refinery Facility Investigation;


d.	Baseline Risk Assessment;


e.	SWMG Investigation Findings Report;


f.	Pollution Management Inc., Scope and Budget Estimate for Preliminary Remedial Work Plan for Diesel Fuel Release (Apr. 22, 2002);


g.	Pollution Management Inc., Soil Analytical Summary, TEPPCO X-0 Xxxxxxxx, Xxxx Xxx Xxxxxxx, Xx Xxxxxx, Xxxxxxxx;


h.	Lion Oil Company, RCRA Corrective Action Project, Semi-Annual Progress Report No. 8 (Jul., 2011);


i.	Lion Oil Company, RCRA Corrective Action Project, Semi-Annual Progress Report No. 9 (Jan., 2012);


j.	Lion Oil Company, RCRA Corrective Action Project, Semi-Annual Progress Report No. 12 (Jul., 2012);


k.	Lion Oil Company, RCRA Corrective Action Project, Semi-Annual Progress Report No. 13 (Jan., 2013); and


l.	Lion Oil Company, RCRA Corrective Action Project, Semi-Annual Progress Report No. 14 (Jul., 2013).

The following facilities may require physical upgrades or further permitting actions to achieve compliance with the Spill Prevention Control and Countermeasures (SPCC) program of the Clean Water Act: Memphis, TN Terminal^*; Nashville, TN Terminal^*; El Dorado Refinery, AR; Muskogee, OK Terminal^*; The Amoco (American) Station Tank Farm (Union County, AR)^*; Battery 3 (Union County, AR)^*; Xxxxx Station^*; Xxxxxxx Xxxxxxx Xxxx 000 (Xxxxxxxx Xxxxxx, XX)^*; Xxxxxxxxxxx Tank Farm (Union County, AR)^*; Caddo Station (Union County, AR)^*; Fouke Station^*; Lick Creek Station (Northeast Union County, AR)^*; Louann Station (Quachita County, AR)^*; Magnolia Station Tank Farm (Columbia County, AR)^*; Modisete Station; Pace City Station (Quachita County, AR)^*; Rook Station; Smackover Station^*; Trk. Xxxxxxxx Station^*; Urbana Station^*; and Xxxxxx Station (Union County, AR)^*.


3.	The Memphis, Tennessee Terminal experienced an excess emissions event on May 17, 2010, due to the sinking of a floating roof on a gasoline storage vessel.^*


4.	Changes in Department of Transportation (DOT) pipeline regulations could subject certain un-regulated facilities in the Lion Oil Trading & Transportation system to DOT regulation in the future.^*


5.	Certain tank breakout stations on the Lion Oil Trading & Transportation system may require stormwater permits.^*


6.	Tank 370 in Section 00, X00X, X0X, Xxxxxxxx Xxxxxx, Xxxxxxxx, bordering the former Xxxxx Asphalt Company site near Stephens, Arkansas and Tank 437 at Lion Oil Trading & Transportation's Magnolia Station may require new or modified air permits. Tanks at Amoco/Sohio, Smackover, Fouke, and Xxxxxxxx sites may also require new air permits.^*


7.	The El Dorado Refinery has experienced numerous air upsets over the past three (3) years and reported as required to the Arkansas Department of Environmental Quality and to the Environmental Protection Agency. The items described in the following certifications and reports are incorporated herein by reference:


a.	Annual Title V Certifications for the El Dorado refinery for years 2010, 2011 and 2012;


b.	Reports of air upsets at the El Dorado refinery submitted under CERCLA and EPCRA reporting requirements; and


c.	Upset reports submitted to the ADEQ for events at the El Dorado refinery.


8.	The El Dorado Refinery has submitted numerous root cause corrective action reports. Some of the corrective actions may not have been completed in a timely manner. The items described in the semiannual progress reports regarding the Global Consent Decree for the El Dorado Refinery, for the following periods, are incorporated herein by reference:


a.	January through June 2010;


b.	July through December 2010;


c.	January through June 2011;


d.	July through December 2011;


e.	January through June 2012;


f.	July through December 2012; and


g.	January through June, 2013.


9.	Over the past three (3) years, the El Dorado Refinery has experienced numerous excursions above the limits prescribed in its Clean Water Act National Pollution Discharge Elimination System permit, including exceedances for total dissolved solids, selenium and sulfates. In addition, the findings and information in the following documents are incorporated herein by reference:


a.	Memorandum from Xxxxxxxx Xxxxxxx to Xxxxxx Xxxxx (EPA Region 6), regarding Transmittal Memo - Compliance Monitoring Reports (received Sept. 3, 2010);


b.	Monthly Discharge Monitoring Reports pursuant to NPDES Permit Number AR0000647, for January 2010 through September 2013; and


c.	ADEQ Consent Administrative Order, In the Matter of Lion Oil Company, Union County, Arkansas (approved by Lion Oil Company as to form and content on Aug. 19, 2009 and since terminated).


10.	On September 13, 2013, Lion Oil Company entered into a Consent Decree with the EPA and DOJ to resolve historical violations of the refinery’s National Pollution Discharge Elimination System permit. Upon paying a penalty of $403,000 and meeting all other terms of the Consent Decree, the parties agreed to terminate the Consent Decree and it was terminated by the Court on December 9, 2013.


11.	Items described in report(s) of E-vironment, the consultant engaged by Buyer for purposes of conducting environmental or other due diligence on the Businesses, and reports of EnSafe Inc. (dated June 21, 2007, June 27, 2007, August 8, 2007, August 27, 2007 and September 12, 2007), which reports are incorporated herein by reference.


12.	Global Settlement Consent Decree signed by Lion Oil Company on 01/22/2003.


13.	Notice of Violation of NPDES Permit #TN0067288 dated 01/25/10, issued to Lion's Memphis Terminal for failure to file Discharge Monitoring Reports.^*


14.	Environmental Protection Agency Stipulated Penalties.

15.

The El Dorado Refinery reported to the Environmental Protection Agency in October 2010 that the refinery projected that it would exceed its current Total Annual Benzene (TAB) quantity of 10 megagrams. In compliance with the provisions of Lion's Global Settlement Consent Decree, Lion contracted for a third-party study to develop a compliance plan for the 6BQ standard of the Benzene Waste Organic NESHAP (BWON) and is in the process of implementing that plan. Items described in the quarterly End of Line Sampling Plan Results for years 2010, 2011, and 2012 are incorporated herein by reference. The contents of, and enclosures with, Lion Oil Company's January 28, 2011 letter to various recipients, regarding United States, et al. v. Lion Oil Company (Civ. No. 03-1028): Pursuant to Paragraph 22.J, Proposal for Third-Party TAB Study and Compliance Review, are incorporated herein by reference.


16.	Letter of Deficiency dated May 12, 2010, related to SPCC plan at Lion's Memphis Terminal. Plan was updated to address deficiencies but there has been no further communication from EPA as to the acceptableness of the revised plan.^*


17.	February 2011 - Lion's Nashville Terminal - EPA FRP/SPCC inspection identified certain deficiencies. Revisions were made and submitted to EPA. Awaiting any follow-up comments from EPA.^*


18.	Releases from El Dorado refinery:


a.	On April 5, 2010, a deisobutanizer tower overpressured during startup, emitting approximately 30,771.5 pounds of VOCs over approximately 8 minutes.


b.	March 16, 2009 - Truck Rack Oil Water Separator overflowed approximately 22 barrels of diesel/gasoline mix into Loutre Creek due to lack of a check valve in pump discharge piping. Situation remedied by installation of a check valve.


c.	January 11, 2010 - Desalter released oil mist into community.


d.	May 4, 2010 - approximately 15 barrels of gasoline spilled into Loutre Creek due to partially open stormwater drain valve.


e.	June 8, 2010 - Sump overflowed, but all product discharged to the SPCC pond.


f.	December 16, 2012 - 94 barrels of naptha was spilled


g.	January 30, 2013 - 15 barrels of CBO spilled when third party driver fell asleep while loading and overfilled the truck


h.	May 24, 2013 - 50,400 barrels of asphalt released into containment area due to fire tube failure on 548 tank


19.	Releases of Lion Oil Trading & Transportation, Inc.^*


a.	April 27, 2009 - Lion Oil Trading & Transportation had a six-barrel spill at Louann Station.


b.	October 1, 2009 - XXXX had a 100-barrel crude oil spill on Highway 275 in Strong, Arkansas. An ADEQ report dated November 19, 2009 considered the spill closed.


c.	September 23, 2010 - XXXX spilled two barrels of crude oil onto a concrete parking lot near El Dorado


d.	April 28, 2010 letter from Arkansas Department of Environmental Quality to Lion Oil Trading & Transportation regarding a complaint of a crude oil spill in waters of an unnamed creek adjacent to Xxxxxx XX 22. XXXX responded and cleaned up the spill and received a letter from the ADEQ on July 15, 2010, advising that the complaint had been closed.^*


e.	August 11, 2010 - Lion Oil Trading & Transportation spilled "a few gallons" at Fouke Station.


f.	January 13, 2011 - Lion Oil Trading & Transportation had a small spill on Highway 36.


g.	April 28, 2010 - Lion Oil Trading & Transportation received a letter form the ArkansasDepartment of Environmental Quality, advising of a complaint of a crude oil spill in waters of an unnamed creek adjacent to Xxxxxx XX 22. XXXX responded and cleaned up the spill and received a letter from the ADEQ on July 15, 2010, advising that the complaint had been closed.


h.	November 25, 2010 - Lion Oil Trading & Transportation, Inc., xxxxxx discovered a spill of less than 5 gallons of crude oil on the side of Xxxxxxx 00 xx Xxxxxxxx Xxxxxx, xxxx Xxxxxxx, Xxxxxxxx.


i.	January 17, 2013 - a spill of approximately 30-35 bbl of crude oil occurred from a section of underground line at the Perry Tank farm. The spill was reported to the NRC and the ADEQ. The spill was contained on-site and free oil recovered. Follow-up reports were made to the ADEQ and EPA

March 9, 2013 - a release of approximately 5,900 barrels of crude oil occurred at the Magnolia Station from an underground strainer. All but approximately 2,650 barrels were contained at the Magnolia Station. Much of the remaining released crude oil reached a nearby small creek. ADEQ and NRC were notified. Cleanup operations were coordinated with the EPA and state authorities to restore the impacted area. Cleanup operations were concluded on April 2, 2013 and we believe over 99% of released crude oil was recovered. It is possible ADEQ could require additional remediation and that fines could be levied by ADEQ and/or EPA.


k.	May 31, 2013 - a release of approximately 3-5 barrels of crude oil occurred from a gathering line near Xxxxxxxx in Xxxxxxxxx Xxxxxx, LA, impacting a creek. Notifications were made to the NRC and Louisiana State Police. Cleanup was concluded on about June 7, 2013.


l.	August 26, 2013 - a release of approximately 5 barrels of crude oil occurred from a gathering line near Old Union, AR, impacting a creek. Notifications were made to the NRC and ADEQ. Cleanup was concluded in November, 2013, although there has been no confirming communication from ADEQ. It is possible ADEQ could require additional remediation and that fines could be levied by ADEQ and/or EPA.

August 26, 2013 - a release of crude oil estimated at 15-30 barrels from an old leak on a gathering line near Old Union, AR, was identified on August 20 and reported to the NRC and ADEQ on August 26. The spill impacted a nearby creek. Cleanup was concluded in November 2013, although there has been no confirming communication from ADEQ. It is possible ADEQ could require additional remediation and that fines could be levied by ADEQ and/or EPA.

October 7, 2013 - a release of crude oil from a gathering line near Macedonia, AR, was discovered impacting a nearby creek and reported to the NRC and ADEQ. Initially estimated at 3-5 barrels, the volume was likely closer to 100 barrels. Initial cleanup of the creek concluded in early December, 2013. However, crude leaching from nearby impacted soil continues to impact the creek where booms and weirs remain in place to capture the leaching oil. A plan for remediation of the soil is being developed but has not been completed or implemented. It is possible that fines could be levied by ADEQ and/or EPA.


20.	November 2010 - Memphis Terminal had a leak from water draw on diesel tank. Volume unknown (de minimis). Did not leave site.^*


21.	October 31, 2010 - Nashville Terminal - Diesel lubricity additive spill inside tank farm from T¬21. Estimated less than 200 gallons. Did not leave site.^*


22.	Reports of air upsets at the El Dorado refinery submitted under CERCLA and EPCRA reporting requirements are hereby incorporated by reference.


23.	The contents of, and attachments to, the following letters from Lion Oil Company are incorporated herein by reference^*:


a.	To Xxxxxx Xxxxx (EPA Region 6), May 6, 2009, regarding NRC Report No. 900117;


b.	To Xxxxxx Xxxxxxx (EPA Region 6), July 15, 2010, regarding NRC Report No. 939032; and


c.	To Xxxxxx Xxxxxxx (EPA Region 6), July 28, 0000, xxxxxxxxx XXX Xxxxxx Xx. 000000.

24.

Between 2000 and 2009 there were 18 other documented crude oil spills along the XXXX gathering system ranging from 10 bbl to 600 bbl and averaging about 70 bbl. Many of these were the result of third-party damage. Several releases reached streams, tributaries or other water ways and resulted in enforcement action by ADEQ or EPA. None resulted in serious or lasting impacts that required on-going remediation beyond they initial clean-up response.^*


25.	July 2013 - Nashville Terminal. Diesel has been seeping from the ground following rain events. Several investigations have not yet identified the source.^*

26.

XxXxxxxxx vs. Lion Oil Company, et al. Cause No. XXX-0000-000, Xxxxxxx Xxxxx, Xxxxx Xxxxxx, Xxxxxxxx. This litigation has been pending for almost ten years. It involves a claim for environmental damage to real property from the crude oil operations that were conducted on the property. Lion’s sole involvement with the litigation is as the first purchaser of the crude oil production. The judge has denied Lion’s Motion for Summary Judgment.


^27.	Xxxxx X. Xxxxxx and Xxxxx X. Xxxxxx vs. Lion Oil Trading and Transportation Inc., Case No. XX-0000-000, Xxxxxxx Xxxxx, Xxxxxxxx Xxxxxx, Xxxxxxxx. Xx September 25, 2013, a land owner filed suit regarding damages allegedly incurred as a result of the March 9, 2013, release of crude oil at the Magnolia terminal.^*.

Schedule 6.02(a)

Existing Liens



Debtor Name	Jurisdiction	File Date	File #	Secured Party	Collateral
Lion Oil Company	AR SOS	4/20/2009	7131448271	Canon Financial Services	Specific equipment leased pursuant to Lease #000-0000000-000 and all general intangibles and accounts receivable related thereto
Lion Oil Company	AR SOS	4/20/2009	7131657814	Canon Financial Services	Specific equipment leased pursuant to Lease #000-0000000-000 and all general intangibles and accounts receivable related thereto

Schedule 6.02(b)

Existing Indebtedness

None.

Schedule 6.02(e)

Existing Investments

None.

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Table of Contents

AMENDED AND RESTATED FINANCING AGREEMENT Dated as of December 18, 2013 by and among LION OIL COMPANY, as the Borrower, AND EACH SUBSIDIARY OF LION OIL COMPANY LISTED AS A GUARANTOR ON THE SIGNATURE PAGES HERETO, as Guarantors, THE LENDERS FROM TIME TO...

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